4//SEC Filing
PALL CORP 4
Accession 0001127602-15-026159
CIK 0000075829operating
Filed
Aug 30, 8:00 PM ET
Accepted
Aug 31, 2:29 PM ET
Size
18.9 KB
Accession
0001127602-15-026159
Insider Transaction Report
Form 4
PALL CORPPLL
Baratelli Yves
Group VP; Pres, Life Sciences
Transactions
- Disposition to Issuer
Common Stock
2015-08-31−17,449.39→ 0 total - Disposition to Issuer
Common Stock
2015-08-31$127.20/sh−44,987.245$5,722,378→ 0 total - Disposition to Issuer
Employee Stock Option (Right to Buy)
2015-08-31−9,506→ 0 totalExercise: $64.80Exp: 2020-01-16→ Common Stock (9,506 underlying) - Disposition to Issuer
Common Stock
2015-08-31$127.20/sh−5,638.126$717,170→ 0 total - Disposition to Issuer
Employee Stock Option (Right to Buy)
2015-08-31−5,178→ 0 totalExercise: $59.75Exp: 2019-01-18→ Common Stock (5,178 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2015-08-31−9,969→ 0 totalExercise: $82.47Exp: 2020-12-11→ Common Stock (9,969 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2015-08-31−14,085→ 0 totalExercise: $94.53Exp: 2021-12-10→ Common Stock (14,085 underlying)
Footnotes (7)
- [F1]Pursuant to the Agreement and Plan of Merger, dated May 12, 2015 (the "Merger Agreement"), among Pall Corporation ("Pall"), Danaher Corporation ("Danaher") and Pentagon Merger Sub, Inc., an indirect wholly owned subsidiary of Danaher ("Merger Sub"),as of the effective time of the merger of Pall and Merger Sub, these restricted stock units ("RSUs") were converted into the right to receive a cash payment equal to the per share merger consideration of $127.20.
- [F2]These RSUs were converted, pursuant to the Merger Agreement, into RSUs of Danaher common stock in an amount determined by multiplying the number of unvested RSUs of Pall immediately prior to the effective time of the merger by the Equity Award Exchange Ratio of [?], calculated by dividing the per share merger consideration of $127.20 by the average of the closing prices of the shares of Danaher common stock on the New York Stock Exchange for the ten (10) trading days immediately preceding the closing date.
- [F3]Pursuant to the Merger Agreement, at the effective time of the merger, these shares were converted into the right to receive a cash payment equal to the per share merger consideration of $127.20.
- [F4]This option grant, which provides for vesting in four equal installments commencing on January 18, 2013, was canceled pursuant to the Merger Agreement in exchange for a cash payment of $349,256.10 (less any required withholding taxes), which represents the amount equal to the number of shares of Pall common stock underlying the option multiplied by the difference between the per share exercise price and the per share merger consideration of $127.20.
- [F5]This option grant, which provides for vesting in four equal installments commencing on January 16, 2014, was canceled pursuant to the Merger Agreement in exchange for a cash payment of $593,174.40 (less any required withholding taxes), which represents the amount equal to the number of shares of Pall common stock underlying the option multiplied by the difference between the per share exercise price and the per share merger consideration of $127.20.
- [F6]This option grant, which provides for vesting in three equal installments commencing on December 11, 2014, was canceled pursuant to the Merger Agreement in exchange for a cash payment of $445,913.37 (less any required withholding taxes), which represents the amount equal to the number of shares of Pall common stock underlying the option multiplied by the difference between the per share exercise price and the per share merger consideration of $127.20.
- [F7]This option grant, which vests equally annually over three years commencing on December 10, 2015, was canceled pursuant to the Merger Agreement in exchange for a cash payment of $ 460,156.95 (less any required withholding taxes), which represents the amount equal to the number of shares of Pall common stock underlying the option multiplied by the difference between the per share exercise price and the per share merger consideration of $127.20
Documents
Issuer
PALL CORP
CIK 0000075829
Entity typeoperating
IncorporatedNY
Related Parties
1- filerCIK 0000075829
Filing Metadata
- Form type
- 4
- Filed
- Aug 30, 8:00 PM ET
- Accepted
- Aug 31, 2:29 PM ET
- Size
- 18.9 KB