Statement of Changes in Beneficial Ownership (4)
February 24 2023 - 05:11PM
Edgar (US Regulatory)
FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
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1. Name
and Address of Reporting Person * Boxer Michael A |
2. Issuer Name and Ticker or Trading
Symbol THERMO FISHER SCIENTIFIC INC. [ TMO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
SVP and General Counsel |
(Last)
(First)
(Middle)
168 THIRD AVENUE |
3. Date of Earliest Transaction (MM/DD/YYYY)
2/22/2023
|
(Street)
WALTHAM, MA 02451
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
Amount |
(A) or (D) |
Price |
Common Stock |
2/22/2023 |
|
A |
|
569 |
A |
$0 |
12391 |
D |
|
Common Stock |
2/22/2023 |
|
A |
|
1806 (1) |
A |
$0 |
14197 |
D |
|
Common Stock |
2/23/2023 |
|
F |
|
249 |
D |
$550.95 |
13948 |
D |
|
Common Stock |
2/23/2023 |
|
F |
|
172 |
D |
$550.95 |
13776 |
D |
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. Code
(Instr. 8) |
5. Number of Derivative Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5) |
6. Date Exercisable and Expiration Date |
7. Title and Amount of Securities Underlying
Derivative Security
(Instr. 3 and 4) |
8. Price of Derivative Security
(Instr. 5) |
9. Number of derivative Securities Beneficially
Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct
(D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Stock Option (Right to Buy) |
$548.40 |
2/22/2023 |
|
A |
|
3766 |
|
(2) |
2/22/2031 |
Common Stock |
3766 |
$0 |
3766 |
D |
|
Explanation of
Responses: |
(1) |
Shares represent a
performance-based restricted stock unit award granted on February
23, 2022. The Company's Compensation Committee determined on
February 22, 2023, that the performance criteria related to this
award were satisfied. One-third of the shares vest on February 28,
2023 and 2024. The remaining one-third will vest on February 28,
2025, and is subject to adjustment (positive or negative) for
long-term performance which is based on the comparison of the
Company's total shareholder return compound annual growth rate
("CAGR") to the total shareholder return CAGR of each of the
companies in the peer group, as specified within the award
agreement, over the measurement period starting on January 1, 2022,
through to December 31, 2024. |
(2) |
The option vests in four
equal annual installments beginning on February 28,
2024. |
Remarks:
Exhibit List: Exhibit 24 - Confirming Statement |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Boxer Michael A
168 THIRD AVENUE
WALTHAM, MA 02451 |
|
|
SVP and General Counsel |
|
Signatures
|
/s/ Melodie T. Morin, Attorney-in-Fact for
Michael A. Boxer |
|
2/24/2023 |
**Signature of Reporting
Person |
Date |
Reminder: Report on a separate line for each class
of securities beneficially owned directly or
indirectly. |
* |
If the form is filed by more than one
reporting person, see Instruction 4(b)(v). |
** |
Intentional misstatements or omissions
of facts constitute Federal Criminal Violations. See 18
U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
Persons who respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number. |
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