SEC Form 4 · accession 0001289895-16-000188
AIRGAS INC · ARG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter McCausland
Officer — Executive Chairman · Director
Period of report
May 23, 2016
Accepted (ET)
May 24, 2016 · 3:40 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 StockF1 | May 23, 2016 | D | 4,645,235 | $143.00 | D | 0 | D | |
| Common StockF2 | May 23, 2016 | D | 52,260 | $143.00 | D | 0 | I | By 401(k) Plan |
| Common StockF1 | May 23, 2016 | D | 1,500 | $143.00 | D | 0 | I | By immediate family |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F3 | $66.50 | May 23, 2016 | D | 27,500 | D | — | May 17, 2019 | Common Stock | 27,500 | 0 | D |
| Stock Option (Right to Buy)F3 | $91.92 | May 23, 2016 | D | 35,000 | D | — | May 8, 2020 | Common Stock | 35,000 | 0 | D |
| Stock Option (Right to Buy)F3 | $102.85 | May 23, 2016 | D | 30,000 | D | — | May 21, 2021 | Common Stock | 30,000 | 0 | D |
| Stock Option (Right to Buy)F3 | $104.64 | May 23, 2016 | D | 4,500 | D | — | May 20, 2022 | Common Stock | 4,500 | 0 | D |
| Stock Option (Right to Buy)F3 | $107.17 | May 23, 2016 | D | 500 | D | — | Aug 5, 2022 | Common Stock | 500 | 0 | D |
| Stock Option (Right to Buy)F3 | $103.62 | May 23, 2016 | D | 20,000 | D | — | May 19, 2023 | Common Stock | 20,000 | 0 | D |
Explanation of responses
- 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.
- F2Represents the reporting person's interest in a unitized Airgas, Inc. common stock fund available to participants under the Airgas, Inc. 401(k) plan. The reporting person's interest fluctuates with the fund's performance. In connection with the merger, the reporting person's interest was reinvested in other investment funds available under the plan.
- F3Pursuant 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.