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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (Right to Buy) | $ 33.73 | 10/03/2017 | D | 39,820 | (2) | (2) | Common Stock | 39,820 | (2) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Powers Gregg J 51 SAWYER ROAD SUITE 200 WALTHAM, MA 02453 |
X | |||
| /s/ Doug Barry, Attorney-in-Fact | 10/03/2017 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Pursuant to that certain Agreement and Plan of Merger, dated as of January 30, 2016, as amended on April 13, 2017 (the "Merger Agreement"), between Alere Inc. (the "Company") and Abbott Laboratories, at the Effective Time (as defined in the Merger Agreement) (the "Effective Time"), each of these shares of the Company's common stock (the "Common Stock") was converted into the right to receive $51.00 (the "Merger Consideration"). |
| (2) | Pursuant to the Merger Agreement, at the Effective Time, each outstanding Employee Stock Option, whether vested or unvested, was canceled and converted into the right to receive a lump-sum cash payment equal to the product of (i) the number of shares of Common Stock for which such Employee Stock Option has not been exercised and (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Employee Stock Option. |
| (3) | The shares listed above as being indirectly owned by Mr. Powers are held by Pelican Bay Holdings, the general partner of Private Capital Management, LLC ("PCM"), a registered investment adviser. Mr. Powers serves as Chairman and Chief Executive Officer of PCM. Mr. Powers is also the sole owner, indirectly, of Pelican Bay Holdings. In addition to the shares of common stock and convertible preferred stock listed above, Mr. Powers exercises investment control over (i)552,995 shares of common stock owned by clients of PCM, (ii)183,675 shares of common stock owned through pooled investment vehicles for which PCM serves as investment advisor, (iii)1,675 shares of common stock owned in a PCM proprietary account, |
| (4) | (iv)1,001 shares of convertible preferred stock owned by clients of PCM, and (v)3,257 shares of convertible preferred stock owned through a pooled investment vehicle for which PCM serves as investment advisor. Mr. Powers disclaims beneficial ownership of these shares. |