Thomas Mac Mahon - May 27, 2022 Form 4 Insider Report for Ortho Clinical Diagnostics Holdings plc (OCDX)

Role: Director
Signature: /s/ Michael A. Schlesinger, Attorney-in-Fact
Stock symbol: OCDX
Transactions as of: May 27, 2022
Transactions value $: $0
Form type: 4
Date filed: 6/1/2022, 04:00 PM
Previous filing: Dec 17, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	OCDX	Ordinary Shares, $0.00001 par value	Disposed to Issuer		-62.2K	-100%		0	May 27, 2022	Direct	F1
transaction	OCDX	Ordinary Shares, $0.00001 par value	Disposed to Issuer		-79.7K	-100%		0	May 27, 2022	By Trust	F1, F2

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

Thomas Mac Mahon is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Pursuant to the Business Combination Agreement, dated December 22, 2021, by and among Coronado Topco, Inc. ("Coronado Topco"), Laguna Merger Sub, Inc., Orca Holdco, Inc., Orca Holdco 2, Inc., Quidel Corporation and the Issuer, the Issuer became a wholly owned subsidiary of Coronado Topco upon consummation of the business combinations (the "Effective Time"). At the Effective Time: (a) each of the Issuer's ordinary shares was automatically converted into the right to receive (i) 0.1055 shares of common stock of Coronado Topco and (ii) $7.14 in cash; and (b) each restricted stock unit, whether vested or unvested, was converted into a Coronado Topco equity right of the same type and on the same terms and conditions as were applicable to the corresponding restricted stock unit immediately prior to the Effective Time, which right shall be settled in cash upon vesting.
F2	Includes (i) 27,584 Ordinary Shares held by Trust 1, (ii) 27,584 Ordinary Shares held by Trust 2 and (iii) 24,501 Ordinary Shares held by Trust 3. Mr. Mac Mahon is the trustee for each of these trusts, which are for the benefit of family members of Mr. Mac Mahon.

Content

Pursuant to the Business Combination Agreement, dated December 22, 2021, by and among Coronado Topco, Inc. ("Coronado Topco"), Laguna Merger Sub, Inc., Orca Holdco, Inc., Orca Holdco 2, Inc., Quidel Corporation and the Issuer, the Issuer became a wholly owned subsidiary of Coronado Topco upon consummation of the business combinations (the "Effective Time"). At the Effective Time: (a) each of the Issuer's ordinary shares was automatically converted into the right to receive (i) 0.1055 shares of common stock of Coronado Topco and (ii) $7.14 in cash; and (b) each restricted stock unit, whether vested or unvested, was converted into a Coronado Topco equity right of the same type and on the same terms and conditions as were applicable to the corresponding restricted stock unit immediately prior to the Effective Time, which right shall be settled in cash upon vesting.

Includes (i) 27,584 Ordinary Shares held by Trust 1, (ii) 27,584 Ordinary Shares held by Trust 2 and (iii) 24,501 Ordinary Shares held by Trust 3. Mr. Mac Mahon is the trustee for each of these trusts, which are for the benefit of family members of Mr. Mac Mahon.