SEC Form 4 · accession 0001209191-15-059040
Dresser-Rand Group Inc. · DRC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark Francis Mai
Officer — VP,Gen Counsel & Secretary
Period of report
Jun 30, 2015
Accepted (ET)
Jul 2, 2015 · 5:32 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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jun 30, 2015 | D | 40,951 | $85.20 | D | 0 | D | |
| Common StockF2 | Jun 30, 2015 | A | 6,364 | $0.00 | A | 6,364 | D | |
| Common StockF2 | Jun 30, 2015 | D | 6,364 | $85.20 | D | 0 | D | |
| Common StockF2 | Jun 30, 2015 | A | 1,830 | $0.00 | A | 1,830 | D | |
| Common StockF2 | Jun 30, 2015 | D | 1,830 | $85.20 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3 | $0.00 | Jun 30, 2015 | D | 16,815 | D | — | Feb 15, 2018 | Common Stock | 16,815 | 0 | D |
| Employee Stock OptionF4 | $35.18 | Jun 30, 2015 | D | 22,619 | D | — | Nov 15, 2017 | Common Stock | 22,619 | 0 | D |
| Employee Stock OptionF5 | $34.57 | Jun 30, 2015 | D | 21,550 | D | — | Feb 15, 2018 | Common Stock | 21,550 | 0 | D |
| Employee Stock OptionF6 | $40.25 | Jun 30, 2015 | D | 5,964 | D | — | May 15, 2018 | Common Stock | 5,964 | 0 | D |
| Employee Stock OptionF7 | $21.59 | Jun 30, 2015 | D | 27,656 | D | — | Feb 16, 2019 | Common Stock | 27,656 | 0 | D |
| Employee Stock OptionF8 | $30.71 | Jun 30, 2015 | D | 12,198 | D | — | Feb 15, 2020 | Common Stock | 12,198 | 0 | D |
| Employee Stock OptionF9 | $46.99 | Jun 30, 2015 | D | 11,199 | D | — | Feb 15, 2021 | Common Stock | 11,199 | 0 | D |
| Employee Stock OptionF10 | $52.40 | Jun 30, 2015 | D | 10,230 | D | — | Feb 15, 2022 | Common Stock | 10,230 | 0 | D |
| Employee Stock OptionF11 | $62.19 | Jun 30, 2015 | D | 10,616 | D | — | Feb 15, 2023 | Common Stock | 10,616 | 0 | D |
| Employee Stock OptionF12 | $58.70 | Jun 30, 2015 | D | 16,227 | D | — | Feb 15, 2024 | Common Stock | 16,227 | 0 | 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.
- F10Option granted under the 2008 Plan, exercisable in three equal annual installments beginning on February 15, 2013.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.
- F11Option granted under the 2008 Plan, exercisable in three equal annual installments beginning on February 15, 2014. 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.
- F12Option 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.
- 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 Dresser-Rand Group 2005 Stock Incentive Plan, exercisable in three equal annual installments beginning on November 15, 2008. 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.
- F5Option granted under the 2008 Plan, exercisable in three equal annual installments beginning on February 15, 2009. 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.
- F6Option granted under the 2008 Plan, exercisable in three equal annual installments beginning on May 15, 2009. 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.
- F7Option granted under the 2008 Plan, exercisable in three equal annual installments beginning on February 16, 2010. 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.
- F8Option granted under the 2008 Plan, exercisable in three equal annual installments beginning on February 15, 2011. 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.
- F9Option granted under the 2008 Plan, exercisable in three equal annual installments beginning on February 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.