SEC Form 4 · accession 0001289895-16-000176

AIRGAS INC · ARG

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

Reporting owner

Officer — Division President - North

Period of report

May 23, 2016

Accepted (ET)

May 24, 2016 · 3:23 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000804212

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	May 23, 2016	D	1,594	$143.00	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (Right to Buy)^F2	$43.06	May 23, 2016	D	500	D	—	May 19, 2017	Common Stock	500	D
Stock Option (Right to Buy)^F2	$62.23	May 23, 2016	D	650	D	—	May 25, 2018	Common Stock	650	D
Stock Option (Right to Buy)^F2	$66.50	May 23, 2016	D	1,050	D	—	May 17, 2019	Common Stock	1,050	D
Stock Option (Right to Buy)^F2	$91.92	May 23, 2016	D	3,500	D	—	May 8, 2020	Common Stock	3,500	D
Stock Option (Right to Buy)^F2	$102.85	May 23, 2016	D	3,500	D	—	May 21, 2021	Common Stock	3,500	D
Stock Option (Right to Buy)^F2	$104.64	May 23, 2016	D	10,000	D	—	May 20, 2022	Common Stock	10,000	D
Stock Option (Right to Buy)^F2	$103.62	May 23, 2016	D	10,000	D	—	May 19, 2023	Common Stock	10,000	D
Phantom Stock^F3	—	May 23, 2016	D	76	D	—	—	Common Stock	76	D

F1Disposed of pursuant to an Agreement and Plan of Merger, dated as of November 17, 2015, among the Issuer, L'Air Liquide, S.A. and AL Acquisition Corporation, an indirect wholly owned subsidiary of Air Liquide ("Merger Agreement"), in exchange for the cash merger consideration of $143.00 per share of Airgas, Inc. common stock disposed of by the reporting person in connection with the merger.
F2Pursuant to the Merger Agreement, each stock option outstanding on the effective date of the merger, whether vested or unvested, was canceled in exchange for a cash payment equal to the product of (x) the excess of the cash per share merger consideration ($143.00) over the exercise price of the stock option and (y) the number of shares of common stock subject to the option on the effective day of the merger.
F3Represents phantom stock acquired pursuant to Airgas, Inc.'s deferred compensation plan. Pursuant to the Merger Agreement, on the effective date of the merger, all notional investments denominated in Airgas, Inc. common stock in the deferred compensation plan were converted into notional investments in cash, based on the merger consideration of $143.00 per share, and the notional cash was deemed reinvested in other investment funds available under the plan.