SEC Form 4 · accession 0000079958-16-000097
PRECISION CASTPARTS CORP · PCP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Andrew Masterman
Officer — EVP, Pres. Wyman-Gordon
Period of report
Jan 29, 2016
Accepted (ET)
Feb 1, 2016 · 11:56 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000079958
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jan 29, 2016 | D | 328 | $235.00 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (right to buy)F1 | $226.05 | Jan 29, 2016 | D | 75,000 | D | — | Nov 12, 2024 | Common Stock | 75,000 | 0 | D |
| Non-Qualified Stock Option (right to buy)F2 | $248.20 | Jan 29, 2016 | D | 40,000 | D | — | Nov 13, 2023 | Common Stock | 40,000 | 0 | D |
| Non-Qualified Stock Option (right to buy)F3 | $173.30 | Jan 29, 2016 | D | 40,000 | D | — | Nov 14, 2022 | Common Stock | 40,000 | 0 | D |
| Non-Qualified Stock Option (right to buy)F4 | $171.26 | Jan 29, 2016 | D | 10,000 | D | — | Apr 23, 2022 | Common Stock | 10,000 | 0 | D |
| Phantom StockF5,F6 | — | Jan 29, 2016 | D | 1,969 | D | — | — | Common Stock | 1,969 | 0 | D |
Explanation of responses
- F1This option, which vests in four equal annual installments beginning on 11/12/2015, was canceled in the merger of the issuer and a subsidiary of Berkshire Hathaway Inc. (the "Merger") in exchange for the cash payment per share indicated in column 8, which represents the difference between the exercise price of the option and the Merger consideration of $235 per share.
- F2This option, which vests in four equal annual installments beginning on 11/13/2014, was canceled in the Merger in exchange for no consideration because the exercise price of the option exceeded the Merger consideration of $235 per share.
- F3This option, which vests in four equal annual installments beginning on 11/14/2013, was canceled in the Merger in exchange for the cash payment per share indicated in column 8, which represents the difference between the exercise price of the option and the Merger consideration of $235 per share.
- F4This option, which vests in four equal annual installments beginning on 4/23/2013, was canceled in the Merger in exchange for the cash payment per share indicated in column 8, which represents the difference between the exercise price of the option and the Merger consideration of $235 per share.
- F5Each Phantom Stock Unit was convertible into one share of PCC common stock.
- F6Phantom Stock Units were to be settled in shares of PCC common stock following the reporting person's termination of employment with PCC, but each Phantom Stock Unit is being settled in connection with the Merger for an amount equal to the Merger consideration of $235 per share.