Statement of Changes in Beneficial Ownership (4)
February 24 2023 - 5:18PM
Edgar (US Regulatory)
FORM 4
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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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3235-0287
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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
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Pettiti Gianluca |
2. Issuer Name and Ticker or Trading Symbol
THERMO FISHER SCIENTIFIC INC.
[
TMO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive Vice President |
(Last)
(First)
(Middle)
168 THIRD AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/22/2023 |
(Street)
WALTHAM, MA 02451
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 2/22/2023 | | A | | 1465 | A | $0 | 15915 | D | |
Common Stock | 2/22/2023 | | A | | 4818 (1) | A | $0 | 20733 | D | |
Common Stock | 2/23/2023 | | F | | 449 | D | $550.95 | 20284 | D | |
Common Stock | 2/23/2023 | | F | | 722 | D | $550.95 | 19562 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 | | 9702 | | (2) | 2/22/2031 | Common Stock | 9702 | $0 | 9702 | 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Pettiti Gianluca 168 THIRD AVENUE WALTHAM, MA 02451 |
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| Executive Vice President |
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Signatures
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/s/ Melodie T. Morin, Attorney-in-Fact for Gianluca Pettiti | | 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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