SEC Form 4 · accession 0001562180-17-001024

CLARCOR INC. · CLC

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

Reporting owner

Richard M Wolfson

Officer — VP, General Counsel

Period of report

Feb 28, 2017

Accepted (ET)

Mar 2, 2017 · 9:52 am EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000020740

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock Par Value $1.00^F1	Feb 28, 2017	D	46,503	$83.00	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Common Stock Par Value $1.00^F2	$61.57	Feb 28, 2017	D	6,875	D	—	Dec 15, 2023	Common Stock Par Value $1.00	6,875	D
Common Stock Par Value $1.00^F2	$63.22	Feb 28, 2017	D	13,750	D	—	Jan 19, 2025	Common Stock Par Value $1.00	13,750	D
Common Stock Par Value $1.00^F2	$46.45	Feb 28, 2017	D	20,625	D	—	Jan 17, 2026	Common Stock Par Value $1.00	20,625	D
Common Stock Par Value $1.00^F3	$32.78	Feb 28, 2017	D	1,719	D	—	—	Common Stock Par Value $1.00	1,719	D
Common Stock Par Value $1.00^F3	$61.57	Feb 28, 2017	D	616	D	—	—	Common Stock Par Value $1.00	616	D
Common Stock Par Value $1.00^F3	$63.22	Feb 28, 2017	D	1,939	D	—	—	Common Stock Par Value $1.00	1,939	D
Common Stock Par Value $1.00^F3	$46.45	Feb 28, 2017	D	2,510	D	—	—	Common Stock Par Value $1.00	2,510	D
Common Stock Par Value $1.00^F3	$82.50	Feb 28, 2017	D	3,724	D	—	—	Common Stock Par Value $1.00	3,724	D
Common Stock Par Value $1.00^F4	$62.53	Feb 28, 2017	D	5,152	D	—	—	Common Stock Par Value $1.00	5,152	D

Explanation of responses

F1Pursuant to the Agreement and Plan of Merger, dated as of December 1, 2016 (the "Merger Agreement"), by and among CLARCOR Inc. (the "Company"), Parker-Hannifin Corporation ("Parker") and Parker Eagle Corporation, a wholly owned subsidiary of Parker ("Merger Sub"), at the effective time of the merger, these shares of Company common stock were converted into the right to receive a cash payment (without interest and subject to applicable withholding taxes) equal to the per share merger consideration of $83.00.
F2Pursuant to the Merger Agreement, at the effective time of the merger, this stock option was cancelled in exchange for the right to receive a cash payment (without interest and subject to applicable withholding taxes) equal to the product of (i) the total number of shares of Company common stock subject to such stock option and (ii) the excess of the per share merger consideration of $83.00 over the exercise price per share of the stock option.
F3Pursuant to the Merger Agreement, at the effective time of the merger, each of these time-based restricted stock units were cancelled in exchange for the right to receive a cash payment (without interest and subject to applicable withholding taxes) equal to the per share merger consideration of $83.00.
F4Pursuant to the Merger Agreement, at the effective time of the merger, each of these performance-based restricted stock units were cancelled in exchange for the right to receive a cash payment (without interest and subject to applicable withholding taxes) equal to the per share merger consideration of $83.00.