SEC Form 4 · accession 0001127602-15-026157

PALL CORP · PLL

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

Reporting owner

Roya Behnia

Officer — SVP, Gen. Counsel & Corp. Sec.

Period of report

Aug 31, 2015

Accepted (ET)

Aug 31, 2015 · 2:22 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 Stock^F1	Aug 31, 2015	D	3,469	$127.20	D	0	D
Common Stock^F2	Aug 31, 2015	D	10,950	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (Right to Buy)^F3	$53.75	Aug 31, 2015	D	13,089	D	—	Jun 20, 2019	Common Stock	13,089	D
Employee Stock Option (Right to Buy)^F4	$64.80	Aug 31, 2015	D	12,222	D	—	Jan 16, 2020	Common Stock	12,222	D
Employee Stock Option (Right to Buy)^F5	$82.47	Aug 31, 2015	D	8,972	D	—	Dec 11, 2020	Common Stock	8,972	D
Employee Stock Option (Right to Buy)^F6	$94.53	Aug 31, 2015	D	8,921	D	—	Dec 10, 2021	Common Stock	8,921	D

Explanation of responses

F1Pursuant to the Agreement and Plan of Merger, dated May 12, 2015 (the "Merger Agreement"), among Pall Corporation ("Pall"), Danaher Corporation ("Danaher") and Pentagon Merger Sub, Inc., an indirect wholly owned subsidiary of Danaher ("Merger Sub"),as of the effective time of the merger of Pall and Merger Sub, these restricted stock units ("RSUs") were converted into the right to receive a cash payment equal to the per share merger consideration of $127.20.
F2These RSUs were converted, pursuant to the Merger Agreement, into RSUs of Danaher common stock in an amount determined by multiplying the number of unvested RSUs of Pall immediately prior to the effective time of the merger by the Equity Award Exchange Ratio of [?], calculated by dividing the per share merger consideration of $127.20 by the average of the closing prices of the shares of Danaher common stock on the New York Stock Exchange for the ten (10) trading days immediately preceding the closing date.
F3This option grant, which vested ratably over four years commencing on June 20, 2013, was canceled pursuant to the Merger Agreement in exchange for a cash payment of $961,387.00 (less any required withholding taxes), which represents the amount equal to the number of shares of Pall common stock underlying the option multiplied by the difference between the per share exercise price and the per share merger consideration of $127.20
F4This option grant, which provides for vesting in four equal installments commencing on January 16, 2014, was canceled pursuant to the Merger Agreement in exchange for a cash payment of $762,652.80 (less any required withholding taxes), which represents the amount equal to the number of shares of Pall common stock underlying the option multiplied by the difference between the per share exercise price and the per share merger consideration of $127.20.
F5This option grant, which provides for vesting in three equal installments commencing on December 11, 2014, was canceled pursuant to the Merger Agreement in exchange for a cash payment of 401,317.56 (less any required withholding taxes), which represents the amount equal to the number of shares of Pall 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 vests equally annually over three years commencing on December 10, 2015, was canceled pursuant to the Merger Agreement in exchange for a cash payment of $291,449.07 (less any required withholding taxes), which represents the amount equal to the number of shares of Pall common stock underlying the option multiplied by the difference between the per share exercise price and the per share merger consideration of $127.20.