4//SEC Filing
CERADYNE INC 4
Accession 0001127602-12-032472
CIK 0000018937operating
Filed
Nov 29, 7:00 PM ET
Accepted
Nov 30, 6:51 PM ET
Size
22.2 KB
Accession
0001127602-12-032472
Insider Transaction Report
Form 4
CERADYNE INCCRDN
MOSKOWITZ JOEL PHILIP
DirectorChief Executive Officer
Transactions
- Disposition from Tender
Common Stock
2012-11-27$35.00/sh−888,564$31,099,740→ 0 total - Disposition from Tender
Common Stock
2012-11-27$35.00/sh−250,000$8,750,000→ 0 total(indirect: By Trust) - Tax Payment
Common Stock
2012-11-27−26,164→ 33,170 total - Disposition to Issuer
Common Stock
2012-11-28−33,170→ 0 total - Disposition from Tender
Common Stock
2012-11-27$35.00/sh−50,000$1,750,000→ 0 total(indirect: By Trust) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2012-11-27−22,500→ 0 totalExercise: $21.84From: 2005-02-16Exp: 2014-08-16→ Common Stock (22,500 underlying) - Exercise/Conversion
Restricted Stock Units
2012-11-27−59,334→ 0 totalFrom: 2012-11-27Exp: 2012-11-27→ Common Stock (59,334 underlying) - Disposition from Tender
Common Stock
2012-11-27$35.00/sh−150,000$5,250,000→ 0 total(indirect: By Trust) - Exercise/Conversion
Common Stock
2012-11-27+59,334→ 59,334 total - Disposition to Issuer
Employee Stock Option (Right to Buy)
2012-11-27−56,250→ 0 totalExercise: $16.89From: 2004-03-10Exp: 2013-09-10→ Common Stock (56,250 underlying)
Holdings
- 13,063(indirect: By Trust)
Common Stock
Footnotes (5)
- [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 59,334 shares of Ceradyne common stock.
- [F2]No shares were sold. These 26,164 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 $542,451.09, representing the difference between the exercise price of the option and $35.00 per share underlying the option.
- [F5]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 $157,673.25, representing the difference between the exercise price of the option and $35.00 per share underlying the option.
Documents
Issuer
CERADYNE INC
CIK 0000018937
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000018937
Filing Metadata
- Form type
- 4
- Filed
- Nov 29, 7:00 PM ET
- Accepted
- Nov 30, 6:51 PM ET
- Size
- 22.2 KB