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4//SEC Filing

GARCIA CESAR M 4

Accession 0001181431-12-056171

CIK 0000319240other
View on SEC.govCompany Profile

Filed

Oct 31, 8:00 PM ET

Accepted

Nov 1, 8:19 PM ET

Size

58.1 KB

Accession

0001181431-12-056171

Insider Transaction Report

Form 4
Period: 2012-10-31
IRIS INTERNATIONAL INCIRIS
GARCIA CESAR M
DirectorPresident and CEO
Transactions
  • Exercise/Conversion

    Stock Option (Right to Buy)

    2012-10-31−13,193→ 13,193 total
    Exercise: $9.81Exp: 2018-02-24→ Common Stock (13,193 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2012-10-31$9.51/sh−11,969$113,825→ 0 total
    Exercise: $9.99Exp: 2016-02-20→ Common Stock (11,969 underlying)
  • Tax Payment

    Common Stock

    2012-10-31$19.50/sh−190,297$3,710,792→ 65,139 total
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2012-10-31$9.69/sh−2,432$23,566→ 0 total
    Exercise: $9.81Exp: 2018-02-24→ Common Stock (2,432 underlying)
  • Disposition to Issuer

    Restricted Stock Units

    2012-10-31$19.50/sh−34,000$663,000→ 0 total
    → Common Stock (34,000 underlying)
  • Disposition from Tender

    Common Stock

    2012-10-31$19.50/sh−155,101$3,024,470→ 0 total
  • Exercise/Conversion

    Common Stock

    2012-10-31$11.65/sh+110,667$1,289,271→ 110,667 total
  • Exercise/Conversion

    Common Stock

    2012-10-31$9.81/sh+13,193$129,423→ 253,004 total
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2012-10-31$7.53/sh−27,221$204,974→ 0 total
    Exercise: $11.97Exp: 2017-02-23→ Common Stock (27,221 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2012-10-31$9.69/sh−13,193$127,840→ 0 total
    Exercise: $9.81Exp: 2018-02-24→ Common Stock (13,193 underlying)
  • Disposition to Issuer

    Performance Restricted Stock Units

    2012-10-31$19.50/sh−18,750$365,625→ 0 total
    → Common Stock (18,750 underlying)
  • Disposition to Issuer

    Restricted Stock Units

    2012-10-31$19.50/sh−10,694$208,533→ 0 total
    → Common Stock (10,694 underlying)
  • Disposition to Issuer

    Performance Stock Option (Right to Buy)

    2012-10-31$9.69/sh−2,918$28,275→ 0 total
    Exercise: $9.81→ Common Stock (2,918 underlying)
  • Exercise/Conversion

    Common Stock

    2012-10-31$9.99/sh+83,776$836,922→ 194,443 total
  • Sale

    Common Stock

    2012-10-31$19.50/sh−65,139$1,270,211→ 0 total
  • Award

    Performance Restricted Stock Units

    2012-10-31+18,750→ 18,750 total
    → Common Stock (18,750 underlying)
  • Disposition to Issuer

    Restricted Stock Units

    2012-10-31$19.50/sh−31,250$609,375→ 0 total
    → Common Stock (31,250 underlying)
  • Exercise/Conversion

    Stock Option (Right to Buy)

    2012-10-31−45,368→ 27,221 total
    Exercise: $11.97Exp: 2017-02-23→ Common Stock (45,368 underlying)
  • Award

    Performance Stock Option (Right to Buy)

    2012-10-31+15,832→ 15,832 total
    Exercise: $9.81→ Common Stock (15,832 underlying)
  • Disposition to Issuer

    Performance Stock Option (Right to Buy)

    2012-10-31$9.69/sh−15,832$153,412→ 0 total
    Exercise: $9.81→ Common Stock (15,832 underlying)
  • Exercise/Conversion

    Common Stock

    2012-10-31$11.97/sh+45,368$543,055→ 239,811 total
  • Exercise/Conversion

    Common Stock

    2012-10-31$9.81/sh+2,432$23,858→ 255,436 total
  • Exercise/Conversion

    Stock Option (Right to Buy)

    2012-10-31−110,667→ 0 total
    Exercise: $11.65Exp: 2013-03-04→ Common Stock (110,667 underlying)
  • Exercise/Conversion

    Stock Option (Right to Buy)

    2012-10-31−83,776→ 11,969 total
    Exercise: $9.99Exp: 2016-02-20→ Common Stock (83,776 underlying)
  • Exercise/Conversion

    Stock Option (Right to Buy)

    2012-10-31−2,432→ 2,432 total
    Exercise: $9.81Exp: 2018-02-24→ Common Stock (2,432 underlying)
  • Award

    Performance Restricted Stock Units

    2012-10-31+34,000→ 34,000 total
    → Common Stock (34,000 underlying)
  • Disposition to Issuer

    Performance Restricted Stock Units

    2012-10-31$19.50/sh−34,000$663,000→ 0 total
    → Common Stock (34,000 underlying)
  • Award

    Performance Stock Option (Right to Buy)

    2012-10-31+2,918→ 2,918 total
    Exercise: $9.81→ Common Stock (2,918 underlying)
Footnotes (12)
  • [F1]The shares were retained by the company in payment of the exercise price and/or withholding taxes incurred in connection with the exercise of options.
  • [F10]Pursuant to the Merger Agreement, these performance restricted stock units, which were granted on February 27, 2012 and were subject to performance-based and time-based vesting, vested in full at the target level of performance and were cancelled in the merger in exchange for a cash amount equal to the number of shares underlying the performance restricted stock units multiplied by the per share merger consideration of $19.50.
  • [F11]Pursuant to the Merger Agreement, these restricted stock units vested in full and were cancelled in the merger in exchange for a cash amount equal to the number of shares underlying the restricted stock units multiplied by the per share merger consideration of $19.50.
  • [F12]Pursuant to the Merger Agreement, these performance options, which were granted on February 24, 2011, amended on February 27, 2012 and were subject to performance-based and time-based vesting, vested in full at the target level of performance and were cancelled in the merger in exchange for a cash amount equal to the number of shares underlying this option multiplied by the difference between the per share merger consideration of $19.50 and the per share exercise price of this option.
  • [F2]Pursuant to a Tender and Support Agreement dated September 17, 2012 by and among each director and officer of IRIS International, Inc., IRIS International, Inc., Danaher Corporation and Daphne Acquisition Corporation, the reporting person sold these shares of Common Stock to Daphne Acquisition Corporation in exchange for consideration of $19.50 per share.
  • [F3]Vested 25% on March 4, 2009 and thereafter 6.25% vested in 12 equal quarterly installments with the first such installment vesting on June 30, 2009.
  • [F4]Vested 25% on February 20, 2010 and thereafter 6.25% vested / will vest in 12 equal quarterly installments with the first such installment vesting on June 30, 2010.
  • [F5]Vested 25% on February 23, 2011 and thereafter 6.25% vested / will vest in 12 equal quarterly installments with the first such installment vesting on June 30, 2011.
  • [F6]Vested 40% on February 24, 2012 and thereafter 5% vested / will vest in 12 equal quarterly installments with the first such installment vesting on June 30, 2012.
  • [F7]Pursuant to the Agreement and Plan of Merger dated September 17, 2012 by and among Danaher Corporation, Daphne Acquisition Corporation and IRIS International, Inc. (the "Merger Agreement"), this option vested in full and was cancelled in the merger in exchange for a cash amount equal to the number of shares underlying this option multiplied by the difference between the per share merger consideration of $19.50 and the per share exercise price of this option.
  • [F8]Each restricted stock unit represents a contingent right to receive one share of IRIS International, Inc. common stock.
  • [F9]Pursuant to the Merger Agreement, these performance restricted stock units, which were granted on February 24, 2011, amended on February 27, 2012 and were subject to performance-based and time-based vesting, vested in full at the target level of performance and were cancelled in the merger in exchange for a cash amount equal to the number of shares underlying the performance restricted stock units multiplied by the per share merger consideration of $19.50.

Documents

1 file

Issuer

IRIS INTERNATIONAL INC

CIK 0000319240

→
Entity typeother

Related Parties

1
  • filerCIK 0001245626

Filing Metadata

Form type
4
Filed
Oct 31, 8:00 PM ET
Accepted
Nov 1, 8:19 PM ET
Size
58.1 KB
View on SEC.gov