SEC Form 4 · accession 0001127602-15-026202

PALL CORP · PLL

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

Reporting owner

Director

Period of report

Aug 31, 2015

Accepted (ET)

Aug 31, 2015 · 3:56 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	14,119	$127.20	D	0	D
Common Stock^F2	Aug 31, 2015	D	5,933	$127.20	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Director Stock Option (Right to Buy)^F3	$24.28	Aug 31, 2015	D	3,000	D	Nov 19, 2009	Nov 19, 2015	Common Stock	3,000	0	D

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.
F2Pursuant 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.
F3This option grant, which vested ratably over four years commencing on November 19, 2009, was canceled pursuant to the Merger Agreement in exchange for a cash payment of $308,760 (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