AMRI Albany Molecular Research, Inc.

CUSIP No. 012423109

CUSIP No. 012423109

This Schedule 13D relates to shares of common stock, par value $0.01 per share (the “ Common Stock ”), of Albany Molecular Research, Inc., a Delaware corporation (the “ Issuer ”).

The address of the Issuer’s principal executive offices is 26 Corporate Circle, Albany, NY 12203.

Mr. Marth is filing this Schedule 13D in connection with his entry into the Stockholders Agreement described in Item 4.

The Stockholders, including Mr. Marth, entered into the Stockholders Agreement as an inducement to the Issuer and the Seller to enter into the Share Purchase Agreement described in Item 4 (the terms of which are hereby incorporated into this Item 3 by reference). Neither the Issuer nor the Seller paid additional consideration to the Stockholders in connection with the execution and delivery of the Stockholders Agreement, and thus no funds were used for such purpose. The capitalized terms used in this paragraph are defined in Item 4.

The shares of Common Stock beneficially owned by Mr. Marth as reported in this Schedule 13D were acquired through open market purchases and through equity awards and stock granted to Mr. Marth in connection with his employment with the Issuer.

CUSIP No. 012423109

Mr. Marth is filing this Schedule 13D in connection with his entry into the Stockholders Agreement described below.

On May 5, 2016, the Issuer and Lauro Cinquantasette S.p.A., a company organized under the laws of Italy (the “ Seller ”), entered into a Share Purchase Agreement (the “ Share Purchase Agreement ”) pursuant to which, on July 11, 2016 (the “ Closing ”), the Issuer purchased 100% of the capital stock of Prime European Therapeuticals S.p.A. – Euticals, a company organized under the laws of Italy (“ Euticals ”) for an aggregate purchase price of approximately €315 million (subject to certain net working capital and net debt adjustments at Closing and post-Closing in accordance with the terms of the Share Purchase Agreement), including (i) approximately €164 million in cash, (ii) the issuance of 7,051,295 shares of Common Stock (the “ Consideration Shares ”), and (iii) €55 million in deferred cash consideration payable to the Seller in the form of two Seller notes (collectively, the “ Transaction ”).

In connection with the Transaction, the Issuer, the Seller, and the following stockholders of the Issuer and the Seller (in each case, the “ Stockholders ”) entered into a stockholders agreement (the “ Stockholders Agreement ”) at the Closing:

Issuer Stockholders

William S. Marth

Thomas E. D’Ambra

Constance M. D’Ambra

Thomas E. D’Ambra Family Trust I u/a/d 2/26/97 f/b/o Abigail D’Ambra

Thomas E. D’Ambra Family Trust I u/a/d 2/26/97 f/b/o Agatha D’Ambra

Thomas E. D’Ambra Family Trust I u/a/d 2/26/97 f/b/o Geoffrey D’Ambra

3-Gutinver, S.L.

Seller Stockholders

Lauro Quarantotto S.p.A.

Mandarin Capital Partners Secondary S.c.a. SICAR

The Stockholders Agreement provides the Seller with the right to select a designee to be elected to the Issuer’s board of directors (the “ Board ”) as a Class II director (the “ Seller Designee ”), subject to certain director qualifications set forth in the Issuer’s organizational documents. Thereafter, among other conditions, for so long as: (i) the Seller beneficially owns at least 5% of the Issuer; (ii) within two years from the date of the Closing, the Seller Stockholders together or individually own more than 50% of the equity interest in the Seller; and (iii) such time after the two-year period from the date of the Closing, the Seller Stockholders together or individually own more than 35% of the equity interest in the Seller and have control (as such term is used in the definition of “Affiliate” as defined in the Stockholders Agreement) of the board of directors of the Seller, the Board shall include the Seller Designee as a Class II Board nominee. The Stockholders Agreement will terminate if the Seller no longer meets the requirements described above, or if there is a sale of the Issuer.

The Stockholders Agreement also provides that each Stockholder who is an Issuer Stockholder agrees to vote all shares of Common Stock owned by such Stockholder in favor of the Seller Designee in any election of Class II Board members. Additionally, for so long as the Seller has the right to designate the Seller Designee, the Seller agrees to vote all shares of Common Stock owned by the Seller or its affiliates in favor of any director nominees recommended for election by the Board at any special or annual meeting. The Stockholders Agreement also provides for certain “standstill” restrictions that prevent the Seller from proposing certain business combinations and acquiring in the aggregate more than 19.99% of the Issuer, which restrictions will last for the longer of three years or such time as the Seller has the right to appoint the Seller Designee. Finally, under the Stockholders Agreement, each of the Stockholders granted the General Counsel of the Issuer an irrevocable proxy to vote all of such Stockholder’s shares in the manner required to be voted in accordance with the terms of the Stockholders Agreement, which proxy becomes effective only in the event that such Stockholder (i) fails to vote or (ii) attempts to vote (whether by proxy or in person), in a manner which is inconsistent with the terms of the Stockholders Agreement.

CUSIP No. 012423109

The foregoing summary of the Transaction, including the Stockholders Agreement and the Share Purchase Agreement, does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, filed herewith as Exhibits 99.1 and 99.2, respectively, which are incorporated by reference in this Item 4.

Other than as described above, Mr. Marth does not have any present plan or proposal which relates to, or would result in any action with respect to, the matters listed in paragraphs (a) through (j) of Item 4 of Schedule 13D.

Mr. Marth reserves the right to formulate plans and/or make proposals, and take such actions with respect to his investment in the Issuer, including, subject to applicable law, (i) to hold his shares as a passive investor or as an active investor (whether or not as a member of a “group” with other beneficial owners of shares or otherwise), (ii) to acquire beneficial ownership of additional shares in the open market, in privately negotiated transactions or otherwise, (iii) to dispose of all or part of his holdings of shares, (iv) to take other actions which could involve one or more of the types of transactions or have one or more of the results described in Item 4 of Schedule 13D, or (v) to change his intention with respect to any or all of the matters referred to in this Item 4. Except as described in this Item 4 and elsewhere in this Schedule 13D and any plans or proposals that may from time to time be discussed or considered by the directors of the Issuer, including Mr. Marth, in their fiduciary capacities as directors, Mr. Marth does not currently have any plans or proposals that relate to or would result in any of the actions specified in Item 4 of Schedule 13D.

(a)–(b)

As of July 15, 2016, Mr. Marth had sole voting and dispositive power with respect to 454,117 shares of Common Stock and shared voting and dispositive power with respect to 0 shares of Common Stock, representing in the aggregate approximately 1.3% of the shares of Common Stock outstanding as of May 4, 2016 (as reported in that certain Subscription Agreement of the Issuer, dated May 5, 2016, filed as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the Commission on May 6, 2016).

By virtue of being a party to the Stockholders Agreement, Mr. Marth may be deemed to be a member of a “group”, as defined in Rule 13d-5 of the Exchange Act, with the other Stockholders. Pursuant to such definition, each of Mr. Marth and the Stockholders may be deemed to beneficially own the shares of Common Stock beneficially owned by each other solely for such purposes. The other Stockholders have advised Mr. Marth that they are the beneficial owners of an aggregate of 15,686,658 shares of the Common Stock, or 43.9% of the outstanding shares of Common Stock outstanding as of May 4, 2016. The aggregate number of shares of Common Stock beneficially owned collectively by Mr. Marth and the other Stockholders is 16,140,775, which represents approximately 45.2% of the outstanding shares of Common Stock outstanding as of May 4, 2016.

CUSIP No. 012423109

The share ownership reported for Mr. Marth on this Schedule 13D does not include any shares of Common Stock beneficially owned by the other Stockholders, and Mr. Marth disclaims beneficial ownership of any shares of Common Stock owned by such other Stockholders. Mr. Marth takes no responsibility for any filings made by the other Stockholders or the completeness or accuracy of any information contained therein.

 The information contained on the cover pages to this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4 and 6 hereof are incorporated into this Item 6 by reference.

CUSIP No. 012423109

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this Schedule 13D is true, complete, and correct.

Dated as of July 20, 2016

CUSIP No. 012423109

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