Catalent Inc.

12/18/2024 | Press release | Distributed by Public on 12/18/2024 10:13

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Masanovich Matti
2. Issuer Name and Ticker or Trading Symbol
Catalent, Inc. [CTLT] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, Chief Financial Officer
(Last) (First) (Middle)
C/O CATALENT, INC., 14 SCHOOLHOUSE ROAD 		3. Date of Earliest Transaction (Month/Day/Year)
12/18/2024
(Street)
SOMERSET, NJ 08873 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 12/18/2024 D(1) 76,475(2) D (3)(4) 0 D
Common Stock 12/18/2024 A 71,691(5) A $ 0 71,691 D
Common Stock 12/18/2024 D(1) 71,691 D (6) 0 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options to purchase Common Stock $44.76 12/18/2024 D(1) 81,082 (7) 07/05/2033 Common Stock 81,082 (7) 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Masanovich Matti
C/O CATALENT, INC.
14 SCHOOLHOUSE ROAD
SOMERSET, NJ 08873 		SVP, Chief Financial Officer

Signatures

/s/ Joseph A. Ferraro, attorney-in-fact 12/18/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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) On December 18, 2024, Creek Parent, Inc., a Delaware corporation ("Parent"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Parent and Creek Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent ("Merger Sub"), dated as of February 5, 2024 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Parent (the "Merger").
(2) Includes restricted stock units ("RSUs").
(3) At the effective time of the Merger (the "Effective Time"), each outstanding share of the Issuer's common stock (other than certain excluded shares) automatically converted into the right to receive $63.50 in cash, without interest (the "Merger Consideration").
(4) At the Effective Time, each RSU, whether or not vested, outstanding immediately prior to the Effective Time vested (if unvested) and was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of Issuer common stock subject to the RSU multiplied by (ii) the Merger Consideration, except for certain RSUs granted following the date of the Merger Agreement which were converted at the Effective Time into restricted cash awards equal to the product of (a) the Merger Consideration multiplied by (b) the number of shares of Issuer common stock subject to such award and otherwise remain subject to their terms, including vesting and acceleration terms.
(5) At the Effective Time, each performance stock unit ("PSU"), whether or not vested, outstanding immediately prior to the Effective Time vested based on the greater of (i) the target level of performance or (ii) the actual level of performance as of the Effective Time as determined by the Issuer's board of directors or a committee thereof in its reasonable discretion (other than all then-outstanding awards of PSUs for which the applicable performance period has been completed and the actual level of performance has been certified, in each case, prior to the Effective Time, which vested in accordance with the actual level of performance). PSUs granted with respect to the fiscal 2023-2025 performance period vested at the target level of performance and PSUs granted with respect to the fiscal 2024-2026 performance period vested at 150%, the actual level of performance as of the Effective Time.
(6) At the Effective Time, each outstanding PSU was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of Issuer common stock subject to the PSU as determined in accordance with the Merger Agreement multiplied by (ii) the Merger Consideration.
(7) At the Effective Time, each stock option, whether or not vested, outstanding immediately before the Effective Time vested (if unvested) and was cancelled and entitled the holder of such option to receive an amount in cash, without interest, equal to the product of (i) the excess, if any, of (A) the Merger Consideration over (B) the per-share exercise price for such option multiplied by (ii) the total number of shares of Issuer common stock underlying such option.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.