FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MADISON DEARBORN PARTNERS LLC
2. Issuer Name and Ticker or Trading Symbol

VWR Corp [ VWR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

THREE FIRST NATIONAL PLAZA, SUITE 4600, 
3. Date of Earliest Transaction (MM/DD/YYYY)

11/21/2017
(Street)

CHICAGO, IL 60602
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ 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   11/21/2017     D (1)    45750000   D $33.25   0   I   See footnotes   (2) (3) (4)

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

Explanation of Responses:
(1)  On May 4, 2017, VWR Corporation (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Avantor, Inc. and Vail Acquisition Corp ("Merger Sub"), pursuant to which Merger Sub would merge (the "Merger") with and into the Company, with the Company continuing as the surviving corporation. The Merger became effective on November 21, 2017 (the "Closing Date"). Pursuant to the Merger Agreement, (i) each share of the Company's common stock, par value $0.01 ("Common Stock"), issued and outstanding prior to the Closing Date was cancelled and converted into the right to receive a cash payment equal to $33.25 and without interest.
(2)  Varietal Distribution Holdings, LLC ("Varietal") is the record owner of the reported shares. Voting and dispositive power with respect to the common stock held by Varietal is exercised by its board of directors, which is comprised of Messrs. Nicholas W. Alexos and Timothy P. Sullivan. Madison Dearborn Capital Partners V-A, L.P. ("MDP V-A"), Madison Dearborn Capital Partners V-C, L.P. ("MDP V-C"), Madison Dearborn Capital Partners V Executive-A, L.P. ("MDP Executive"), MDCP Co-Investors (Varietal), L.P. ("Varietal-1") and MDCP Co-Investors (Varietal-2), L.P. ("Varietal-2" and together with MDP V-A, MDP V-C, MDP Executive and Varietal-1, the "MDP Funds") are the controlling equityholders of Varietal. (Continued in Footnote 4)
(3)  Madison Dearborn Partners V-A&C, L.P. ("MDP A&C") is the general partner of each of the MDP Funds. Messrs. Paul J. Finnegan and Samuel M. Mencoff are the sole members of a limited partner committee of MDP A&C that have the power, acting by majority vote, to vote or dispose of the shares directly held by the MDP Funds, and may be deemed to have shared voting and investment power over such shares. Messrs. Finnegan and Mencoff also each have an indirect pecuniary interest in such shares through their respective investments in the MDP Funds. Madison Dearborn Partners, LLC ("MDP") is the general partner of MDP A&C and has the ability to direct the investment decisions of MDP A&C, including the power to direct the decisions of MDP A&C regarding the vote or disposition of securities directly held by Varietal. (Continued in Footnote 4)
(4)  Messrs. Finnegan and Mencoff and each of the MDP Funds hereby disclaim any beneficial ownership of any shares directly held by Varietal, except to the extent of their respective pecuniary interests therein.

Remarks:
Pursuant to the Director Nomination Agreement, dated as of October 6, 2014, by and among the Issuer, Varietal and the MDP Funds, Varietal has the right to appoint or nominate for election to the Issuer's board of directors, as applicable, such number of representatives that, when compared to the authorized number of directors on the board, is closest to but not less than proportional to the total number of shares of common stock over which Varietal and its affiliates retain direct or indirect voting control relative to the total number of shares of common stock then issued and outstanding.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MADISON DEARBORN PARTNERS LLC
THREE FIRST NATIONAL PLAZA, SUITE 4600
CHICAGO, IL 60602

X

Varietal Distribution Holdings, LLC
C/O MADISON DEARBORN PARTNERS, LLC
THREE FIRST NATIONAL PLAZA, SUITE 4600
CHICAGO, IL 60602

X

Madison Dearborn Capital Partners V - A L P
C/O MADISON DEARBORN PARTNERS, LLC
THREE FIRST NATIONAL PLAZA, SUITE 4600
CHICAGO, IL 60602

X

Madison Dearborn Capital Partners V - C L P
C/O MADISON DEARBORN PARTNERS, LLC
THREE FIRST NATIONAL PLAZA, SUITE 4600
CHICAGO, IL 60602

X

MADISON DEARBORN CAPITAL PARTNERS V EXECUTIVE-A L P
C/O MADISON DEARBORN PARTNERS, LLC
THREE FIRST NATIONAL PLAZA, SUITE 4600
CHICAGO, IL 60602

X

MDCP Co-Investors (Varietal) LP
C/O MADISON DEARBORN PARTNERS, LLC
THREE FIRST NATIONAL PLAZA, SUITE 4600
CHICAGO, IL 60602

X

MDCP Co-investors(Varietal-2) LP
C/O MADISON DEARBORN PARTNERS, LLC
THREE FIRST NATIONAL PLAZA, SUITE 4600
CHICAGO, IL 60602

X

MADISON DEARBORN PARTNERS V-A&C, L.P.
C/O MADISON DEARBORN PARTNERS, LLC
THREE FIRST NATIONAL PLAZA, SUITE 4600
CHICAGO, IL 60602

X

FINNEGAN PAUL J
C/O MADISON DEARBORN PARTNERS, LLC
THREE FIRST NATIONAL PLAZA, SUITE 4600
CHICAGO, IL 60602

X

MENCOFF SAMUEL M
C/O MADISON DEARBORN PARTNERS, LLC
THREE FIRST NATIONAL PLAZA, SUITE 4600
CHICAGO, IL 60602

X


Signatures
Madison Dearborn Partners, LLC /s/ Annie S. Terry, by power of attorney 11/24/2017
** Signature of Reporting Person Date

Varietal Distribution Holdings, LLC /s/ Annie S. Terry, by power of attorney 11/24/2017
** Signature of Reporting Person Date

Madison Dearborn Capital Partners V-A, L.P. /s/ Annie S. Terry, by power of attorney 11/24/2017
** Signature of Reporting Person Date

Madison Dearborn Capital Partners V-C, L.P. /s/ Annie S. Terry, by power of attorney 11/24/2017
** Signature of Reporting Person Date

Madison Dearborn Capital Partners V Executive-A, L.P. /s/ Annie S. Terry, by power of attorney 11/24/2017
** Signature of Reporting Person Date

MDCP Co-Investors (Varietal), L.P. /s/ Annie S. Terry, by power of attorney 11/24/2017
** Signature of Reporting Person Date

MDCP Co-Investors (Varietal-2), L.P. /s/ Annie S. Terry, by power of attorney 11/24/2017
** Signature of Reporting Person Date

Madison Dearborn Partners V-A&C, L.P. /s/ Annie S. Terry, by power of attorney 11/24/2017
** Signature of Reporting Person Date

Paul J. Finnegan /s/ Annie S. Terry, by power of attorney 11/24/2017
** Signature of Reporting Person Date

Samuel M. Mencoff /s/ Annie S. Terry, by power of attorney 11/24/2017
** 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.
VWR CORP (NASDAQ:VWR)
Historical Stock Chart
From Oct 2024 to Nov 2024 Click Here for more VWR CORP Charts.
VWR CORP (NASDAQ:VWR)
Historical Stock Chart
From Nov 2023 to Nov 2024 Click Here for more VWR CORP Charts.