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Madison Dearborn Capital Partners V - A L P

Disclosed activity across 1 company

Tapewire entity
171621
SEC CIK
0001344692

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Reported relationships

Latest disclosed role at each company.

No relationships currently tracked through insider filings.

Disclosed balances

About these balances

Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.

No balances currently tracked through insider filings.

Past disclosures · reporting ended (1)

No longer tracked through insider filings. These historical balances do not imply present ownership or a zero position.

Section 16 reporting ended · disclosed 2017-11-24. Current position is not established by this disclosure.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common stockSEC Table I · non-derivativeIndirectSee footnotes0 Reported balance After 2017-11-21 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2017-11-21 · Disposition to issuer · Disposed 45,750,000 · Balance 0

F1: 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.

F2: 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)

F3: 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)

F4: 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.

Filing footnotes · ownership attribution and instrument terms

F1: 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.

F2: 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)

F3: 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)

F4: 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.

Transaction history

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Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”

The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.

Transaction dateCompanyActivity / securityShares / unitsReported priceReported valueDetails
November 21, 2017 Filed Nov 24, 2017 20:06 UTC VWR Corp VWR · Entity 171619 Disposition to issuerCommon stock 45,750,000 $33.25 $1,521,187,500.00
Disclosure

SEC source: 0000899243-17-027384 · doc4.xml · nonDerivative · entry 1

MADISON DEARBORN PARTNERS LLC · CIK 0001181100 · 10% owner

Varietal Distribution Holdings, LLC · CIK 0001406860 · 10% owner

Madison Dearborn Capital Partners V - A L P · CIK 0001344692 · 10% owner

Madison Dearborn Capital Partners V - C L P · CIK 0001344693 · 10% owner

MADISON DEARBORN CAPITAL PARTNERS V EXECUTIVE-A L P · CIK 0001362213 · 10% owner

MDCP Co-Investors (Varietal) LP · CIK 0001407002 · 10% owner

MDCP Co-investors(Varietal-2) LP · CIK 0001407001 · 10% owner

MADISON DEARBORN PARTNERS V-A&C, L.P. · CIK 0001579972 · 10% owner

FINNEGAN PAUL J · CIK 0001182031 · 10% owner

MENCOFF SAMUEL M · CIK 0001219630 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

F1 · kind: 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.

F2 · ownership.nature: 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)

F3 · ownership.nature: 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)

F4 · ownership.nature: 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.

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Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.