SEC Form 4 · accession 0001127602-15-026150
PALL CORP · PLL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Egholm
Officer — President, BioPharmaceuticals
Period of report
Aug 31, 2015
Accepted (ET)
Aug 31, 2015 · 1:23 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000075829
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Aug 31, 2015 | D | 9,201 | $127.20 | D | 0 | D | |
| Common StockF2 | Aug 31, 2015 | D | 12,822 | — | D | 0 | D | |
| Common StockF3 | Aug 31, 2015 | D | 19,399 | $127.20 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F4 | $55.67 | Aug 31, 2015 | D | 653 | D | — | Jul 13, 2018 | Common Stock | 653 | 0 | D |
| Employee Stock Option (Right to Buy)F5 | $59.75 | Aug 31, 2015 | D | 2,408 | D | — | Jan 18, 2019 | Common Stock | 2,408 | 0 | D |
| Employee Stock Option (Right to Buy)F6 | $64.80 | Aug 31, 2015 | D | 8,148 | D | — | Jan 16, 2020 | Common Stock | 8,148 | 0 | D |
| Employee Stock Option (Right to Buy)F7 | $82.47 | Aug 31, 2015 | D | 9,969 | D | — | Dec 11, 2020 | Common Stock | 9,969 | 0 | D |
| Employee Stock Option (Right to Buy)F8 | $94.53 | Aug 31, 2015 | D | 11,268 | D | — | Dec 10, 2021 | Common Stock | 11,268 | 0 | D |
Explanation of responses
- F1At the closing of the merger between the Issuer and Danaher Corporation, these shares were converted into the right to receive a cash payment equal to the per share merger consideration of $127.20.
- F2These restricted stock units (RSUs) were converted, pursuant to the merger agreement between the Issuer and Danaher Corporation into RSUs of Danaher common stock in an amount determined by multiplying the number of unvested restricted shares of Issuer immediately prior to the effective time of the merger by the Restricted Stock Exchange Ratio determined by dividing the Merger Consideration by the Parent Stock Price.
- F3At the closing of the merger between the Issuer and Danaher Corporation, these restricted stock units were converted into the right to receive a cash payment equal to the per share merger consideration of $127.20.
- F4This option grant, which vested ratably over four years commencing on July 13, 2012, was canceled pursuant to a merger between the Issuer and Danaher Corporation in exchange for a cash payment of $46,709.09 64 (less any required withholding taxes), representing the difference between the exercise price of the option and the per share merger consideration of $127.20.
- F5This option grant which vested in four equal annual installments commencing on January 18, 2013, was canceled pursuant to a merger between the Issuer and Danaher Corporation in exchange for a cash payment of $162,419.60 64 (less any required withholding taxes), representing the amount equal to the number of shares of Pall Corporation common stock underlying the option multiplied by the difference between the per share exercise price and the per share merger consideration of $127.20.
- F6This option grant, which provides for vesting in four equal installments commencing on January 16, 2014, was canceled pursuant to a merger between Issuer and Danaher Corporation in exchange for a cash payment of $508,435.20 64 (less any required withholding taxes), representing the amount equal to the number of shares of Pall Corp. common stock underlying the option multiplied by the difference between the per share exercise price and the per share merger consideration of $127.20.
- F7This option grant, which provides for vesting in three equal installments commencing on December 11, 2014, was canceled pursuant to a merger between Issuer and Danaher Corporation in exchange for a cash payment of $445,913.37 (less any required withholding taxes), representing the amount equal to the number of shares of Pall Corp. common stock underlying the option multiplied by the difference between the per share exercise price and the per share merger consideration of $127.20.
- F8This option grant, which vests equally annually over three years commencing on December 10, 2015, was canceled pursuant to a merger between Issuer and Danaher Corporation in exchange for a cash payment of $ $368,125.56 64 (less any required withholding taxes), representing the amount equal to the number of shares of Pall Corporation common stock underlying the option multiplied by the difference between the per share exercise price and the per share merger consideration of $127.20.