SEC Form 4 · accession 0001225208-15-011896
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
May 8, 2015
Accepted (ET)
May 12, 2015 · 12:37 pm EDT
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 | May 8, 2015 | M | 42,708 | $98.9241 | A | 42,708 | D | |
| Common StockF1 | May 8, 2015 | S | 42,708 | $110.9368 | D | 0 | D | |
| Common StockF2 | holding | — | — | — | 13,845 | I | 401(k) and Profit Sharing Plan | |
| Common StockF3 | holding | — | — | — | 523,798 | I | Held by TKM II, Ltd. | |
| Common StockF4 | 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)F5,F6,F7 | $98.9241 | May 8, 2015 | M | 42,708 | D | — | May 1, 2023 | Common Stock | 42,708 | 80,871 | D |
Explanation of responses
- F1This transaction was executed in multiple trades at prices ranging from $110.50 to $111.23. 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.
- F2Shares 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.
- F3TKM 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.
- F4TKM, 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.
- F5Employee stock option granted under the Kimberly-Clark Corporation 2011 Equity Participation Plan.
- F6All 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.
- F7The stock options were granted on May 1, 2013, and are fully vested and exercisable.