SEC Form 4 · accession 0001225208-15-002200
KIMBERLY CLARK CORP · KMB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas J Falk
Officer — Chairman of the Board and CEO · Director
Period of report
Jan 26, 2015
Accepted (ET)
Jan 28, 2015 · 5:14 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000055785
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jan 26, 2015 | M | 13,988 | $62.0706 | A | 13,988 | D | |
| Common StockF1 | Jan 26, 2015 | S | 3,088 | $111.16 | D | 10,900 | D | |
| Common StockF2 | Jan 26, 2015 | S | 10,900 | $110.04 | D | 0 | D | |
| Common Stock | Jan 27, 2015 | M | 82,676 | $62.0706 | A | 82,676 | D | |
| Common Stock | Jan 27, 2015 | M | 59,824 | $75.2203 | A | 142,500 | D | |
| Common StockF3 | Jan 27, 2015 | S | 59,824 | $110.096 | D | 82,676 | D | |
| Common StockF4 | Jan 27, 2015 | S | 82,676 | $110.2637 | D | 0 | D | |
| Common StockF5 | holding | — | — | — | 13,705 | I | 401(k) and Profit Sharing Plan | |
| Common StockF6 | holding | — | — | — | 465,733 | I | Held by TKM II, Ltd. | |
| Common StockF7 | holding | — | — | — | 99,411 | I | Held by TKM, Ltd. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F8,F9,F10 | $62.0706 | Jan 26, 2015 | M | 13,988 | D | — | Apr 26, 2021 | Common Stock | 13,988 | 82,676 | D |
| Stock Option (Right to Buy)F8,F9,F10 | $62.0706 | Jan 27, 2015 | M | 82,676 | D | — | Apr 26, 2021 | Common Stock | 82,676 | 0 | D |
| Stock Option (Right to Buy)F8,F9,F11 | $75.2203 | Jan 27, 2015 | M | 59,824 | D | — | May 2, 2022 | Common Stock | 59,824 | 79,766 | D |
Explanation of responses
- F1This transaction was executed in multiple trades at prices ranging from $111.16 to $111.17. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
- F10The stock options were granted on April 26, 2011 and are fully vested and exercisable.
- F11In general, no option may be exercised until one year after it has been granted; after the end of one year, it may be exercised as to 30 percent or less of the total shares subject to options, after the end of the second year, an additional 30 percent, and after the end of the third year, all options may be exercised.
- F2This transaction was executed in multiple trades at prices ranging from $110.00 to $111.00. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
- F3This transaction was executed in multiple trades at prices ranging from $109.67 to $110.23. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
- F4This transaction was executed in multiple trades at prices ranging from $110.23 to $110.33. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
- F5Shares are held by the trustee of the Kimberly-Clark Corporation 401(k) and Profit Sharing Plan and beneficially owned by the reporting person as of recent practicable date.
- F6TKM II, Ltd. is a family limited partnership which is owned by (i) an entity owned by a trust, controlled by the reporting person and his spouse as general partner, and (ii) a trust controlled by the reporting person and his spouse as limited partners.
- F7TKM, Ltd. is a family limited partnership which is owned by (i) an entity owned by a trust, controlled by the reporting person and his spouse as general partner and (ii) two family trusts previously established for the benefit of the reporting person's son as limited partners.
- F8Employee stock option granted under the Kimberly-Clark Corporation 2011 Equity Participation Plan.
- F9All historical share and stock option exercise price data in this Form 4 have been adjusted to reflect the Corporation's spin-off of its wholly owned subsidiary Halyard Health, Inc. on October 31, 2014. The adjustments were made to preserve the intrinsic value of the reporting person's stock options existing prior to the spin-off.