Article 3.01 Notice of cancellation or non-compliance with a rule of continuous registration or
Standard; Registration transfer.
In connection with the mandatory conversion of all outstanding shares (the “Shares”) of Avantor, Inc. (the “Company”) 6.250% Mandatory Convertible Preferred Shares, Series A, par value $0.01 per share (the “Preferred Shares”), on May 16, 2022 in accordance with their terms, the Company has notified the New York Stock Exchange (“NYSE”) of the conversion and requested that the NYSE file with the Security and Exchange Commission (the “SEC”) a notification on Form 25 to report the delisting of the preferred stock from the NYSE and to delist the stock pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the ” Exchange Act”). The Company intends to file with the SECOND
a Form 15 suspending the reporting obligations of the Company with respect to the preferred shares under sections 13 and 15(d) of the Exchange Act.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Tax change
On May 17, 2022the Company has filed a Preferred Share Elimination Certificate, which upon filing with the Secretary of State of the State of Delaware (“Delaware Secretary”), deleted from the Third Amended and Restated Certificate of Incorporation of the Company, as amended above, all matters set forth in the certificate of designations (the “Certificate of Designations”) relating to the Preferred Shares, filed with of Delaware
secretary on May 20, 2019.
A copy of the Preferred Share Elimination Certificate is attached as Schedule 3.1 to this current Report on Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events.
The information set forth in Section 3.01 and Section 5.03 is incorporated by reference into this Section 8.01.
On May 16, 2022, all outstanding preferred shares are automatically converted into common shares of the company in accordance with the designation certificate. The conversion rate for each preferred share was 3.0395 common shares of the company, subject to the receipt of cash in lieu of fractional shares. Following the mandatory conversion of the preferred shares, there were no more preferred shares outstanding.
Item 9.01 Financial statements and supporting documents.
3.1 Certificate of Elimination relating to the 6.250% Series A Mandatory
Convertible Preferred Stock
104 Cover Page Interactive Data File (formatted as Inline XBRL)
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