4//SEC Filing
Johnson Travis Barton 4
Accession 0000354908-21-000108
CIK 0000354908other
Filed
May 13, 8:00 PM ET
Accepted
May 14, 11:03 AM ET
Size
11.1 KB
Accession
0000354908-21-000108
Insider Transaction Report
Form 4
FLIR SYSTEMS INCFLIR
Johnson Travis Barton
VP, Controller & CAO
Transactions
- Disposition to Issuer
Common Stock
2021-05-14$28.00/sh−1,600$44,800→ 8,185 total - Award
Common Stock
2021-05-14+1,786→ 1,786 total - Disposition to Issuer
Common Stock
2021-05-14$56.00/sh−1,786$100,016→ 0 total - Disposition to Issuer
Common Stock
2021-05-14$56.00/sh−8,185$458,360→ 0 total
Footnotes (4)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of January 4, 2021 (the "Merger Agreement"), by and among Teledyne Technologies Incorporated ("Teledyne"), Firework Merger Sub I, Inc. ("Merger Sub I"), Firework Merger Sub II, LLC, and FLIR Systems, Inc. ("FLIR"), Merger Sub I was merged with and into FLIR on May 14, 2021, with FLIR surviving, and immediately thereafter Merger Sub II was merged with and into FLIR, with Merger Sub II surviving. In connection therewith, each share of FLIR common stock outstanding immediately prior to the effective time of the merger of Merger Sub I with and into FLIR (the "Effective Time") was converted into the right to receive (i) $28.00 in cash and (ii) 0.0718 shares of Teledyne common stock, with any fractional shares to be paid in cash. The amount shown above represents the gross cash payment, but the actual payment will be less any applicable withholding for taxes.
- [F2]Pursuant to the Merger Agreement, each FLIR restricted stock unit, including performance-based restricted stock units that were earned but subject to service-based vesting ("FLIR RSU") outstanding immediately prior to the Effective Time automatically vested and was cancelled and converted into the right to receive $56.00 in cash in respect of each share of FLIR common stock subject to such FLIR RSU.
- [F3]Represents shares underlying performance-based restricted stock units ("FLIR PRSU"). The number of shares of FLIR common stock underlying each FLIR PRSU that became vested is equal to the greater of (i) the target number of shares set forth in the award agreement for such FLIR PRSU and (ii) the number of shares that would be achieved based on the actual achievement of the applicable performance goals if the applicable performance period ended on December 31, 2020, the last day of FLIR's calendar quarter immediately preceding the first public announcement of the transactions contemplated by the Merger Agreement.
- [F4]Pursuant to the Merger Agreement, each FLIR PRSU granted prior to the date of the Merger Agreement and outstanding immediately prior to the Effective Time automatically vested and was cancelled and converted into the right to receive $56.00 in respect of each share of FLIR common stock subject to such FLIR PRSU.
Documents
Issuer
FLIR SYSTEMS INC
CIK 0000354908
Entity typeother
Related Parties
1- filerCIK 0001795038
Filing Metadata
- Form type
- 4
- Filed
- May 13, 8:00 PM ET
- Accepted
- May 14, 11:03 AM ET
- Size
- 11.1 KB