William J. Sharbaugh - Dec 8, 2021 Form 4 Insider Report for PPD, Inc. (PPD)

Role: Chief Operating Officer
Signature: /s/ Richard Whitlow, as Attorney-in-Fact
Stock symbol: PPD
Transactions as of: Dec 8, 2021
Transactions value $: -$62,760,409
Form type: 4
Date filed: 12/8/2021, 03:37 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PPD	Common Stock	Disposed to Issuer	-$18M	-378K	-100%	$47.50	0	Dec 8, 2021	Direct	F1, F2
transaction	PPD	Common Stock	Disposed to Issuer	-$3.54M	-74.5K	-100%	$47.50	0	Dec 8, 2021	By grantor retained annuity trust	F1, F2
transaction	PPD	Common Stock	Award	$0	+42.4K		$0.00	42.4K	Dec 8, 2021	Direct	F1, F3
transaction	PPD	Common Stock	Disposed to Issuer		-42.4K	-100%		0	Dec 8, 2021	Direct	F1, F3, F7

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	PPD	Stock Options (Right to Buy)	Disposed to Issuer	-$21M	-647K	-100%	$32.45	0	Dec 8, 2021	Common Stock	647K	$15.05	Direct	F1, F4
transaction	PPD	Stock Options (Right to Buy)	Award	$0	+93K	+20.38%	$0.00	550K	Dec 8, 2021	Common Stock	93K	$10.59	Direct	F5
transaction	PPD	Stock Options (Right to Buy)	Disposed to Issuer	-$20.3M	-550K	-100%	$36.91	0	Dec 8, 2021	Common Stock	550K	$10.59	Direct	F1, F5
transaction	PPD	Stock Options (Right to Buy)	Disposed to Issuer		-48.4K	-100%		0	Dec 8, 2021	Common Stock	48.4K	$37.22	Direct	F1, F6, F7

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

William J. Sharbaugh 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 8, 2021, Thermo Fisher Scientific Inc., a Delaware corporation ("Buyer"), acquired the Issuer pursuant to a certain Agreement and Plan of Merger entered into by and among the Issuer, Buyer and Powder Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Buyer ("Merger Sub"), dated as of April 15, 2021 (the "Merger Agreement"). In accordance with the Merger Agreement, the Issuer merged with and into Merger Sub, with the Issuer surviving such merger as a wholly-owned subsidiary of Buyer (the "Merger").
F2	At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock (other than certain excluded shares) automatically converted into the right to receive $47.50 in cash (the "Merger Consideration").
F3	Prior to the Merger, the Reporting Person held certain restricted stock units subject to performance-based vesting criteria ("PSUs") which were not included on prior reports as the performance-based vesting criteria had not been satisfied. At the effective time of the Merger, each unvested PSU was canceled and converted into a restricted stock unit with substantially the same terms as were applicable to such PSU immediately prior to the effective time of the Merger (other than performance-based vesting conditions) with respect to a number of shares of Buyer equal to the product of (a) the Merger Consideration divided by the price of Buyer stock prior to the Merger, as determined in accordance with the Merger Agreement (the "Exchange Ratio") and (b) the number of shares of Issuer common stock subject to such PSU, based on the actual level of performance deemed achieved prior to the Merger.
F4	These options, of which 93,036 were unvested and scheduled to vest on May 11, 2022, were canceled in the Merger in exchange for a cash payment per underlying share equal to the difference between the exercise price of the option and the Merger Consideration.
F5	These options, of which (i) 265,819 options were eligible to vest upon the achievement of certain return on capital or rate of return conditions three years after the initial public offering of the Issuer or earlier, upon certain sales by significant stockholders, and (ii) 93,038 options were eligible to vest upon the achievement of certain EBITDA-based vesting conditions for the fiscal year 2021 and were not included on prior reports as the performance-based vesting criteria had not been satisfied, were canceled in the Merger in exchange for a cash payment per underlying share equal to the difference between the exercise price of the option and the Merger Consideration.
F6	This option, which provided for vesting in four equal installments beginning on February 11, 2022, was canceled and converted into an option to purchase a number of shares of Buyer common stock equal to the number of shares of Issuer common stock subject to such option multiplied by the Exchange Ratio, at a price per share equal to the exercise price per share divided by the Exchange Ratio, plus a cash payment in respect of any fractional shares as provided in the Merger Agreement.
F7	Following the closing of the Merger, the Reporting Person's employment was terminated and the vesting of unvested equity awards of Buyer will be accelerated pursuant to the terms of the Merger Agreement.