SEC Form 4 · accession 0001225738-15-000024

CAREFUSION Corp · CFN

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

Reporting owner

Michael D Ohalleran

Director

Period of report

Mar 17, 2015

Accepted (ET)

Mar 19, 2015 · 7:32 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 Stock^F1,F2,F3	Mar 17, 2015	D	45,759	$0.00	D	0	D
Common Stock^F3	Mar 17, 2015	D	3,750	$0.00	D	0	I	In trust for self

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F5,F4	—	Mar 17, 2015	D	2,874	D	—	—	Common Stock	2,874	0	D
Options (right to buy)^F6	$22.35	Mar 12, 2015	D	12,630	D	—	Nov 5, 2015	Common Stock	12,630	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.
F2Includes shares of CareFusion Corporation common stock subject to previously vested restricted stock units ("RSUs") for which delivery has been deferred. In accordance with the Merger Agreement, these deferred RSUs were cancelled in connection with the Merger and converted into, with respect to each share of CareFusion Corporation common stock underlying such RSUs, the right to receive Merger Consideration.
F3Disposed of pursuant to the Merger Agreement.
F4Each RSU represents a contingent right to receive one share of CareFusion Corporation common stock upon vesting.
F5These RSUs were granted on November 5, 2014. In accordance with the Merger Agreement, these RSUs were cancelled in connection with the Merger and converted into, with respect to each share of CareFusion Corporation common stock underlying such RSUs, the right to receive Merger Consideration.
F6These stock options, which are 100% vested and immediately exercisable, were assumed by BD and converted in accordance with the exchange ratio set forth in the Merger Agreement into options with respect to 5,322 shares of BD common stock with an exercise price of $53.04.