SEC Form 4 · accession 0001225738-15-000010
CAREFUSION Corp · CFN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kieran Gallahue
Officer — Chairman and CEO · Director
Period of report
Mar 17, 2015
Accepted (ET)
Mar 19, 2015 · 7:21 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001457543
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Mar 17, 2015 | D | 740,251 | $0.00 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Stock UnitsF5,F3,F4 | $0.00 | Mar 17, 2015 | A | 139,978 | A | — | — | Common Stock | 139,978 | 139,978 | D |
| Performance Stock UnitsF5,F3,F6 | $0.00 | Mar 17, 2015 | A | 107,824 | A | — | — | Common Stock | 107,824 | 107,824 | D |
| Performance Stock UnitsF5,F3,F7 | $0.00 | Mar 17, 2015 | A | 79,131 | A | — | — | Common Stock | 79,131 | 79,131 | D |
| Performance Stock UnitsF4,F3 | $0.00 | Mar 17, 2015 | D | 139,978 | D | — | — | Common Stock | 139,978 | 0 | D |
| Performance Stock UnitsF6,F3 | $0.00 | Mar 17, 2015 | D | 107,824 | D | — | — | Common Stock | 107,824 | 0 | D |
| Performance Stock UnitsF7,F3 | $0.00 | Mar 17, 2015 | D | 79,131 | D | — | — | Common Stock | 79,131 | 0 | D |
| Restricted Stock UnitsF8,F3 | $0.00 | Mar 17, 2015 | D | 23,330 | D | — | — | Common Stock | 23,330 | 0 | D |
| Restricted Stock UnitsF9,F3 | $0.00 | Mar 17, 2015 | D | 35,942 | D | — | — | Common Stock | 35,942 | 0 | D |
| Restricted Stock UnitsF10,F3 | $0.00 | Mar 17, 2015 | D | 44,348 | D | — | — | Common Stock | 44,348 | 0 | D |
| Options (right to buy)F11 | $26.79 | Mar 17, 2015 | D | 159,464 | D | — | Aug 15, 2019 | Common Stock | 159,464 | 0 | D |
| Options (right to buy)F12 | $36.17 | Mar 17, 2015 | D | 266,430 | D | — | Aug 15, 2020 | Common Stock | 266,430 | 0 | D |
| Options (right to buy)F13 | $43.97 | Mar 17, 2015 | D | 350,997 | D | — | Aug 15, 2021 | Common Stock | 350,997 | 0 | D |
Explanation of responses
- F1This Form 4 is being filed in connection with the March 17, 2015 closing of the merger of Griffin Sub, Inc. with and into CareFusion Corporation (the "Merger") pursuant to the Agreement and Plan of Merger, dated as of October 5, 2014 (the "Merger Agreement"), among CareFusion Corporation, Becton, Dickinson and Company ("BD"), and Griffin Sub, Inc. Upon the closing of the Merger, each outstanding share of CareFusion Corporation common stock was converted into the right to receive $49.00 per share (without interest) and 0.0777 share of BD (the "Merger Consideration"). On the day prior to the closing date of the Merger, each 0.0777 share of BD received in the Merger had a value of $11.06, based on the closing price of BD common stock on the NYSE on such date.
- F10These RSUs, which are subject to vesting as to 33.33% of the shares subject thereto on August 15, 2015, August 15, 2016, and August 15, 2017 (or, in each case, on an earlier qualifying termination of employment), were assumed by BD and converted in accordance with the exchange ratio set forth in the Merger Agreement into RSUs with respect to 18,688 shares of BD common stock.
- F11These stock options, which are subject to vesting as to 159,464 shares on August 15, 2015 (or an earlier qualifying termination of employment), were assumed by BD and converted in accordance with the exchange ratio set forth in the Merger Agreement into options with respect to 67,198 shares of BD common stock with an exercise price of $63.58.
- F12These stock options, which are subject to vesting as to 133,215 shares on August 15, 2015 and August 15, 2016 (or, in each case, on an earlier qualifying termination of employment), were assumed by BD and converted in accordance with the exchange ratio set forth in the Merger Agreement into options with respect to 112,273 shares of BD common stock with an exercise price of $85.84.
- F13These stock options, which are subject to vesting as to 116,999 shares on August 15, 2015, August 15, 2016 and August 15, 2017 (or, in each case, on an earlier qualifying termination of employment), were assumed by BD and converted in accordance with the exchange ratio set forth in the Merger Agreement into options with respect to 147,910 shares of BD common stock with an exercise price of $104.35.
- F2Disposed of pursuant to the Merger Agreement.
- F3Each performance stock unit ("PSU") and each restricted stock unit ("RSU") represents a contingent right to receive one share of CareFusion Corporation common stock upon vesting.
- F4These PSUs were granted on August 15, 2012. In accordance with the Merger Agreement, the Human Resources and Compensation Committee of CareFusion Corporation's Board of Directors (the "Compensation Committee") certified the extent to which the performance conditions for the PSUs had been satisfied and established the number of shares earned with respect thereto. The PSUs, which are subject to vesting on August 15, 2015 (or an earlier qualifying termination of employment), were assumed by BD and converted in accordance with the exchange ratio set forth in the Merger Agreement into RSUs with respect to 58,987 shares of BD common stock. As the PSUs did not constitute derivative securities, they were not required to be reported and were not reported on Form 4 at the time of the grant.
- F5Granted without payment by grantee.
- F6These PSUs were granted on August 15, 2013. In accordance with the Merger Agreement, the Compensation Committee certified the extent to which the performance conditions for the PSUs had been satisfied and established the number of shares earned with respect thereto. The PSUs, which are subject to vesting on August 15, 2016 (or an earlier qualifying termination of employment), were assumed by BD and converted in accordance with the exchange ratio set forth in the Merger Agreement into RSUs with respect to 45,437 shares of BD common stock. As the PSUs did not constitute derivative securities, they were not required to be reported and were not reported on Form 4 at the time of the grant.
- F7These PSUs were granted on August 15, 2014. In accordance with the Merger Agreement, the Compensation Committee certified the extent to which the performance conditions for the PSUs had been satisfied and established the number of shares earned with respect thereto. These PSUs were cancelled in connection with the Merger and converted into, with respect to each share of CareFusion Corporation common stock underlying such PSUs, the right to receive the Merger Consideration less applicable tax withholding. As the PSUs did not constitute derivative securities, they were not required to be reported and were not reported on Form 4 at the time of the grant.
- F8These RSUs, which are subject to vesting on August 15, 2015 (or an earlier qualifying termination of employment), were assumed by BD and converted in accordance with the exchange ratio set forth in the Merger Agreement into RSUs with respect to 9,831 shares of BD common stock.
- F9These RSUs, which are subject to vesting as to 50% of the shares subject thereto on August 15, 2015 and August 15, 2016 (or, in each case, on an earlier qualifying termination of employment), were assumed by BD and converted in accordance with the exchange ratio set forth in the Merger Agreement into RSUs with respect to 15,146 shares of BD common stock.