PELLIZZON JERROLD J 4

4 · CERADYNE INC · Filed Nov 29, 2012

Form 4

Period: 2012-11-27

Chief Financial Officer

Transactions

Disposition to Issuer
Common Stock
2012-11-28−31,000→ 0 total
Tax Payment
Common Stock
2012-11-27$35.00/sh−4,600$161,000→ 31,000 total
Exercise/Conversion
Restricted Stock Units
2012-11-27−35,600→ 0 total
From: 2012-11-27Exp: 2012-11-27→ Common Stock (35,600 underlying)
Disposition from Tender
Common Stock
2012-11-27$35.00/sh−68,763$2,406,705→ 0 total
Exercise/Conversion
Common Stock
2012-11-27+35,600→ 35,600 total
Disposition to Issuer
Employee Stock Option (Right to Buy)
2012-11-27−9,000→ 0 total
Exercise: $21.84From: 2012-11-27Exp: 2014-08-16→ Common Stock (9,000 underlying)

Holdings

Footnotes (4)

[F1]Each restricted stock unit represented a contingent right to receive one share of Ceradyne common stock. Pursuant to the terms of the Agreement and Plan of Merger, dated September 30, 2012, by and among 3M Company, Cyborg Acquisition Corporation and Ceradyne, Inc., on November 27, 2012, the reporting person's restricted stock units were settled for 35,600 shares of Ceradyne common stock.
[F2]No shares were sold. These 4,600 shares represent amounts withheld and applied to the payroll tax withholding liability of the recipient generated by the vesting of the award.
[F3]Disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of September 30, 2012, by and among 3M Company, Cyborg Acquisition Corporation and Ceradyne, Inc., in exchange for a cash payment of $35.00 per share.
[F4]This option was cancelled pursuant to the terms of the Agreement and Plan of Merger, dated as of September 30, 2012, by and among 3M Company, Cyborg Acquisition Corporation and Ceradyne, Inc., in exchange for a cash payment of $116,722.62, representing the difference between the exercise price of the option and $35.00 per share underlying the option.

Documents

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