SEC Form 4 · accession 0001562180-17-001027
CLARCOR INC. · CLC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Paul Donovan
Director
Period of report
Feb 28, 2017
Accepted (ET)
Mar 2, 2017 · 9:54 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 $1.00F1 | Feb 28, 2017 | D | 1,882 | $83.00 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock Par Value $1.00F2 | $35.55 | Feb 28, 2017 | D | 7,500 | D | — | Mar 30, 2018 | Common Stock Par Value $1.00 | 7,500 | 0 | D |
| Common Stock Par Value $1.00F2 | $25.31 | Feb 28, 2017 | D | 7,500 | D | — | Mar 22, 2019 | Common Stock Par Value $1.00 | 7,500 | 0 | D |
| Common Stock Par Value $1.00F2 | $44.07 | Feb 28, 2017 | D | 7,500 | D | — | Mar 21, 2021 | Common Stock Par Value $1.00 | 7,500 | 0 | 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.