VWR International, LLC
VWR Corp (Form: 3, Received: 05/15/2017 17:40:17)
FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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
                      

1. Name and Address of Reporting Person *

Avantor, Inc.

2. Date of Event Requiring Statement (MM/DD/YYYY)
5/4/2017 

3. Issuer Name and Ticker or Trading Symbol

VWR Corp [VWR]

(Last)        (First)        (Middle)

3477 CORPORATE PARKWAY, 

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

CENTER VALLEY, PA 18034       

(City)              (State)              (Zip)
5. 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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, par value $0.01 per share   0   I   See Footnotes   (1) (2) (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  As a result of entering into the Voting Agreement between Avantor, Inc. ("Parent"), Vail Acquisition Corp ("Merger Sub") and Varietal Distribution Holdings, LLC ("VDH"), dated as of May 4, 2017 (the "Voting Agreement"), the Reporting Persons may be deemed to beneficially own, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in excess of 10% of the outstanding common stock, par value $0.01 per share ("Common Stock"), of the Issuer.
(2)  Pursuant to the Voting Agreement, subject to certain exceptions, VDH agreed to vote, or cause to be voted, its respective shares of Common Stock (representing approximately 34.7% of the outstanding Common Stock), together with any additional shares of Common Stock acquired by VDH after May 4, 2017 (the "Subject Shares"), in favor of adopting the Agreement and Plan of Merger, dated as of May 4, 2017, among the Issuer, Parent and Merger Sub, the Merger, and the other transactions contemplated thereby at the meeting of the stockholders of the Issuer to be held for that purpose. In addition, VDH granted Parent an irrevocable proxy to vote the Subject Shares in the manner contemplated by the Voting Agreement and agreed not to transfer such shares until the Voting Agreement is terminated. As a result, the Reporting Persons are filing this Form 3. Based on representations given by VDH, as of May 4, 2017, VDH beneficially owned 45,750,000 shares of Common Stock.
(3)  Pursuant to Rule 16a-1(a)(4), the Reporting Persons expressly disclaim beneficial ownership of the securities beneficially owned by VDH, and the filing of this Form 3 shall not be deemed an admission of beneficial ownership by the Reporting Persons of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Avantor, Inc.
3477 CORPORATE PARKWAY
CENTER VALLEY, PA 18034

X

New Mountain Partners III Cayman (AIV-B), L.P.
C/O NMI III (CAYMAN) GP, LTD.
787 7TH AVENUE, 49TH FLOOR
NEW YORK, NY 10019

X

New Mountain Investments III (Cayman), L.P.
C/O NMI III (CAYMAN) GP, LTD.
787 7TH AVENUE, 49TH FLOOR
NEW YORK, NY 10019

X

NMI III (Cayman) GP, Ltd.
787 7TH AVENUE, 49TH FLOOR
NEW YORK, NY 10019

X

KLINSKY STEVEN B
C/O NEW MOUNTAIN CAPITAL
787 7TH AVENUE, 49TH FLOOR
NEW YORK, NY 10019

X

Vail Acquisition Corp
C/O AVANTOR, INC.
3477 CORPORATE PARKWAY
CENTER VALLEY, PA 18034

X


Signatures
By: /s/ Michael Stubblefield, President and Chief Executive Officer, Avantor, Inc. 5/15/2017
** Signature of Reporting Person Date

By: /s/ Matthew Holt, President, Vail Acquisition Corp 5/15/2017
** Signature of Reporting Person Date

By: /s/ Steven B. Klinsky, Director of NMI III (Cayman) GP, Ltd. as GP of New Mountain Investments III (Cayman), L.P. as GP of New Mountain Partners III Cayman (AIV-B), L.P. 5/15/2017
** Signature of Reporting Person Date

By: /s/ Steven B. Klinsky, Director of NMI III (Cayman) GP, Ltd. as GP of New Mountain Investments III (Cayman), L.P. 5/15/2017
** Signature of Reporting Person Date

By: /s/ Steven B. Klinsky, Director of NMI III (Cayman) GP, Ltd. 5/15/2017
** Signature of Reporting Person Date

By: /s/ Steven B. Klinksy 5/15/2017
** 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 5(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.
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