SEC Form 4 · accession 0001209191-15-059018

Dresser-Rand Group Inc. · DRC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Gustavo Nechar

Officer — V.P., Human Resources

Period of report

Jun 30, 2015

Accepted (ET)

Jul 2, 2015 · 5:20 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001316656

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Stock^F1	Jun 30, 2015	D	7,542	$85.20	D	0	D
Common Stock^F2	Jun 30, 2015	A	826	$0.00	A	826	D
Common Stock^F2	Jun 30, 2015	D	826	$85.20	D	0	D
Common Stock^F2	Jun 30, 2015	A	3,180	$0.00	A	3,180	D
Common Stock^F2	Jun 30, 2015	D	3,180	$85.20	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Restricted Stock Units^F3	$0.00	Jun 30, 2015	D	8,325	D	—	Feb 15, 2018	Common Stock	8,325	D
Employee Stock Option^F4	$40.29	Jun 30, 2015	D	7,708	D	—	Aug 15, 2021	Common Stock	7,708	D
Stock Appreciation Right^F5	$52.40	Jun 30, 2015	D	4,233	D	—	Feb 15, 2022	Stock Appreciation Right	4,233	D
Stock Appreciation Right^F6	$62.19	Jun 30, 2015	D	4,795	D	—	Feb 15, 2023	Stock Appreciation Right	4,795	D
Employee Stock Option^F7	$58.70	Jun 30, 2015	D	8,113	D	—	Feb 15, 2024	Common Stock	8,113	D

Explanation of responses

F1Each share was disposed of pursuant to the Agreement and Plan of Merger by and among Siemens Energy, Inc. and the Company for $85.20 in cash.
F2Performance-based restricted stock units held under the Dresser-Rand Group 2008 Stock Incentive Plan ("2008 Plan"). Each restricted stock unit became fully vested and was converted into the right to receive a cash payment of $85.20, in each case, pursuant to the Agreement and Plan of Merger by and between Siemens Energy, Inc. and the Company
F3Restricted stock units held under the 2008 Plan. Each restricted stock unit became fully vested and was converted into the right to receive a cash payment of $85.20 pursuant to the the Agreement and Plan of Merger by and between Siemens Energy, Inc. and the Company.
F4Option granted under the 2008 Plan, exercisable in three equal annual installments beginning on August 15, 2012. The option became fully vested and was converted into the right to receive a cash payment equal to the product of (x) the number of shares subject to the option and (y) the difference between the exercise price of the option and $85.20 pursuant to the Agreement and Plan of Merger by and between Siemens Energy, Inc. and the Company.
F5Stock Appreciation Right granted under the 2008 Plan, exercisable in three equal annual installments beginning on February 15, 2013 ("SAR"). The SAR became fully vested and was converted into the right to receive a cash payment equal to the product of (x) the number of shares subject to the SAR and (y) the difference between the exercise price of the SAR and $85.20 pursuant to the Agreement and Plan of Merger by and between Siemens Energy, Inc. and the Company.
F6Stock Appreciation Right granted under the 2008 Plan, exercisable in three equal annual installments beginning on February 15, 2014 ("SAR"). The SAR became fully vested and was converted into the right to receive a cash payment equal to the product of (x) the number of shares subject to the SAR and (y) the difference between the exercise price of the SAR and $85.20 pursuant to the Agreement and Plan of Merger by and between Siemens Energy, Inc. and the Company.
F7Option granted under the 2008 Plan, exercisable in three equal annual installments beginning on February 15, 2015. The option became fully vested and was converted into the right to receive a cash payment equal to the product of (x) the number of shares subject to the option and (y) the difference between the exercise price of the option and $85.20 pursuant to the Agreement and Plan of Merger by and between Siemens Energy, Inc. and the Company.