SEC Form 4 · accession 0001209191-15-059047

Dresser-Rand Group Inc. · DRC

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

Reporting owner

Jan Kees van Gaalen

Officer — Executive V.P. & CFO

Period of report

Jun 30, 2015

Accepted (ET)

Jul 2, 2015 · 5:35 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	6,294	$85.20	D	0	D
Common Stock^F2	Jun 30, 2015	A	7,556	$0.00	A	7,556	D
Common Stock^F2	Jun 30, 2015	D	7,556	$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	17,233	D	—	Feb 15, 2018	Common Stock	17,233	D
Employee Stock Option^F4	$62.99	Jun 30, 2015	D	20,398	D	—	May 15, 2023	Common Stock	20,398	D
Employee Stock Option^F5	$58.70	Jun 30, 2015	D	19,269	D	—	Feb 15, 2024	Common Stock	19,269	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 May 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.
F5Option 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.