David McErlane - Dec 18, 2024 Form 4 Insider Report for Catalent, Inc. (CTLT)

Role: Group President, Biologics
Signature: /s/ Joseph A. Ferraro, attorney-in-fact
Stock symbol: CTLT
Transactions as of: Dec 18, 2024
Transactions value $: $0
Form type: 4
Date filed: 12/18/2024, 02:07 PM
Previous filing: Sep 27, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CTLT	Common Stock	Disposed to Issuer		-36.3K	-100%		0	Dec 18, 2024	Direct	F1, F2, F3, F4
transaction	CTLT	Common Stock	Award	$0	+11.4K		$0.00	11.4K	Dec 18, 2024	Direct	F5
transaction	CTLT	Common Stock	Disposed to Issuer		-11.4K	-100%		0	Dec 18, 2024	Direct	F1, F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CTLT	Option to purchase Common Stock	Disposed to Issuer		-14.7K	-100%		0	Dec 18, 2024	Common Stock	14.7K	$45.79	Direct	F1, F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

David McErlane is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	On December 18, 2024, Creek Parent, Inc., a Delaware corporation ("Parent"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Parent and Creek Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent ("Merger Sub"), dated as of February 5, 2024 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Parent (the "Merger").
F2	Includes restricted stock units ("RSUs").
F3	At the effective time of the Merger (the "Effective Time"), each outstanding share of the Issuer's common stock (other than certain excluded shares) automatically converted into the right to receive $63.50 in cash, without interest (the "Merger Consideration").
F4	At the Effective Time, each RSU, whether or not vested, outstanding immediately prior to the Effective Time vested (if unvested) and was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of Issuer common stock subject to the RSU multiplied by (ii) the Merger Consideration, except for certain RSUs granted following the date of the Merger Agreement which were converted at the Effective Time into restricted cash awards equal to the product of (a) the Merger Consideration multiplied by (b) the number of shares of Issuer common stock subject to such award and otherwise remain subject to their terms, including vesting and acceleration terms.
F5	At the Effective Time, each performance stock unit ("PSU"), whether or not vested, outstanding immediately prior to the Effective Time vested based on the greater of (i) the target level of performance or (ii) the actual level of performance as of the Effective Time as determined by the Issuer's board of directors or a committee thereof in its reasonable discretion (other than all then-outstanding awards of PSUs for which the applicable performance period has been completed and the actual level of performance has been certified, in each case, prior to the Effective Time, which vested in accordance with the actual level of performance). PSUs granted with respect to the fiscal 2023-2025 performance period vested at the target level of performance and PSUs granted with respect to the fiscal 2024-2026 performance period vested at 150%, the actual level of performance as of the Effective Time.
F6	At the Effective Time, each outstanding PSU was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of Issuer common stock subject to the PSU as determined in accordance with the Merger Agreement multiplied by (ii) the Merger Consideration.
F7	At the Effective Time, each stock option, whether or not vested, outstanding immediately before the Effective Time vested (if unvested) and was cancelled and entitled the holder of such option to receive an amount in cash, without interest, equal to the product of (i) the excess, if any, of (A) the Merger Consideration over (B) the per-share exercise price for such option multiplied by (ii) the total number of shares of Issuer common stock underlying such option.