SEC Form 4 · accession 0001225738-15-000014
CAREFUSION Corp · CFN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael E Paolucci
Officer — EVP, Human Resources
Period of report
Mar 17, 2015
Accepted (ET)
Mar 19, 2015 · 7:24 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001457543
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Stock UnitsF1,F4,F2,F3 | $0.00 | Mar 17, 2015 | A | 12,681 | A | — | — | Common Stock | 12,681 | 12,681 | D |
| Performance Stock UnitsF3,F2 | $0.00 | Mar 17, 2015 | D | 12,681 | D | — | — | Common Stock | 12,681 | 0 | D |
| Restricted Stock UnitsF6,F2 | $0.00 | Mar 17, 2015 | D | 9,097 | D | — | — | Common Stock | 9,097 | 0 | D |
| Restricted Stock UnitsF7,F2 | $0.00 | Mar 17, 2015 | D | 7,107 | D | — | — | Common Stock | 7,107 | 0 | D |
| Options (right to buy)F8 | $43.97 | Mar 17, 2015 | D | 56,249 | D | — | Aug 15, 2021 | Common Stock | 56,249 | 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.
- F2Each 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.
- F3These PSUs were granted on August 15, 2014. In accordance with the Merger Agreement, the Human Resources and Compensation Committee of CareFusion Corporation's Board of Directors 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.
- F4Granted without payment by grantee.
- F5Disposed of pursuant to the Merger Agreement.
- F6These 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 3,833 shares of BD common stock.
- F7These 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 2,995 shares of BD common stock.
- F8These stock options, which are subject to vesting as to 18,749 shares on August 15, 2015, 18,750 shares on August 15, 2016, and 18,750 shares on 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 23,703 shares of BD common stock with an exercise price of $104.35.