SEC Form 4 · accession 0001127602-15-026193
PALL CORP · PLL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Lawrence D Kingsley
Officer — Chairman, President and CEO · Director
Period of report
Aug 28, 2015
Accepted (ET)
Aug 31, 2015 · 3:39 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 | 189,364 | $127.20 | D | 0 | D | |
| Common StockF2 | Aug 31, 2015 | D | 111,764 | — | D | 0 | D | |
| Common StockF3 | Aug 31, 2015 | D | 86,735 | $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 | $41.00 | Aug 28, 2015 | D | 169,800 | D | — | Oct 3, 2018 | Common Stock | 169,800 | 0 | D |
| Employee Stock Option (Right to Buy)F5 | $41.00 | Aug 28, 2015 | D | 307,000 | D | — | Oct 3, 2018 | Common Stock | 307,000 | 0 | D |
| Employee Stock Option (Right to Buy)F6 | $59.75 | Aug 31, 2015 | D | 133,136 | D | — | Jan 18, 2019 | Common Stock | 133,136 | 0 | D |
| Employee Stock Option (Right to Buy)F7 | $64.80 | Aug 31, 2015 | D | 129,006 | D | — | Jan 16, 2020 | Common Stock | 129,006 | 0 | D |
| Employee Stock Option (Right to Buy)F8 | $82.47 | Aug 31, 2015 | D | 89,713 | D | — | Dec 11, 2020 | Common Stock | 89,713 | 0 | D |
| Employee Stock Option (Right to Buy)F9 | $94.53 | Aug 31, 2015 | D | 84,508 | D | — | Dec 10, 2021 | Common Stock | 84,508 | 0 | 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.
- F3Pursuant to the Merger Agreement, at the effective time of the merger, these shares were converted into the right to receive a cash payment equal to the per share merger consideration of $127.20.
- F4This option grant, which provides for vesting in four equal installments commencing on October 3, 2011, was canceled pursuant to the Merger Agreement in exchange for a cash payment of $14,636,760.00 (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.
- F5This option grant, which provides for vesting in four equal installments commencing on October 3, 2012, was canceled pursuant to the Merger Agreement in exchange for a cash payment of $26,463,400.00 (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.
- F6This option grant, which provides for vesting in four equal installments commencing on January 18, 2013, was canceled pursuant to the Merger Agreement in exchange for a cash payment of $8,980,023.20 (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.
- F7This 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 $8,049,974.40 (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.
- F8This 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 $4,012,862.49 (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.
- F9This option grant, which provides for vesting in three equal installments commencing on December 10, 2015, was canceled pursuant to the Merger Agreement in exchange for a cash payment of $2,760,876.36 (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.