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4//SEC Filing

Ginsburg Philip 4

Accession 0001181431-12-056174

CIK 0000319240other
View on SEC.govCompany Profile

Filed

Oct 31, 8:00 PM ET

Accepted

Nov 1, 8:25 PM ET

Size

41.2 KB

Accession

0001181431-12-056174

Insider Transaction Report

Form 4
Period: 2012-10-31
IRIS INTERNATIONAL INCIRIS
Ginsburg Philip
Corp. VP, CMO
Transactions
  • Sale

    Common Stock

    2012-10-31$19.50/sh−16,149$314,906→ 0 total
  • Disposition to Issuer

    Restricted Stock Units

    2012-10-31$19.50/sh−5,507$107,387→ 0 total
    → Common Stock (5,507 underlying)
  • Disposition from Tender

    Common Stock

    2012-10-31$19.50/sh−4,802$93,639→ 0 total
  • Exercise/Conversion

    Common Stock

    2012-10-31$9.08/sh+22,026$199,996→ 22,026 total
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2012-10-31$9.69/sh−2,747$26,618→ 0 total
    Exercise: $9.81Exp: 2018-02-24→ Common Stock (2,747 underlying)
  • Disposition to Issuer

    Restricted Stock Units

    2012-10-31$19.50/sh−6,400$124,800→ 0 total
    → Common Stock (6,400 underlying)
  • Exercise/Conversion

    Stock Option (Right to Buy)

    2012-10-31−1,648→ 2,747 total
    Exercise: $9.81Exp: 2018-02-24→ Common Stock (1,648 underlying)
  • Exercise/Conversion

    Common Stock

    2012-10-31$9.81/sh+110$1,079→ 35,090 total
  • Exercise/Conversion

    Stock Option (Right to Buy)

    2012-10-31−22,026→ 22,027 total
    Exercise: $9.08Exp: 2017-07-28→ Common Stock (22,026 underlying)
  • Exercise/Conversion

    Stock Option (Right to Buy)

    2012-10-31−110→ 183 total
    Exercise: $9.81Exp: 2018-02-24→ Common Stock (110 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2012-10-31$9.69/sh−183$1,773→ 0 total
    Exercise: $9.81Exp: 2018-02-24→ Common Stock (183 underlying)
  • Disposition to Issuer

    Restricted Stock Units

    2012-10-31$19.50/sh−1,172$22,854→ 0 total
    → Common Stock (1,172 underlying)
  • Exercise/Conversion

    Common Stock

    2012-10-31$9.08/sh+11,306$102,658→ 33,332 total
  • Exercise/Conversion

    Common Stock

    2012-10-31$9.81/sh+1,648$16,167→ 34,980 total
  • Exercise/Conversion

    Stock Option (Right to Buy)

    2012-10-31−11,306→ 11,307 total
    Exercise: $9.08Exp: 2017-07-28→ Common Stock (11,306 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2012-10-31$10.42/sh−22,027$229,521→ 0 total
    Exercise: $9.08Exp: 2017-07-28→ Common Stock (22,027 underlying)
  • Tax Payment

    Common Stock

    2012-10-31$19.50/sh−18,941$369,350→ 16,149 total
  • Award

    Performance Restricted Stock Units

    2012-10-31+6,400→ 6,400 total
    → Common Stock (6,400 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2012-10-31$10.42/sh−11,307$117,819→ 0 total
    Exercise: $9.08Exp: 2017-07-28→ Common Stock (11,307 underlying)
  • Disposition to Issuer

    Performance Restricted Stock Units

    2012-10-31$19.50/sh−6,400$124,800→ 0 total
    → Common Stock (6,400 underlying)
Footnotes (8)
  • [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.
  • [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 July 28, 2011 and thereafter 6.25% will vest / vested in 12 equal quarterly installments with the first such installment vesting on December 31, 2011.
  • [F4]Vested 25% on February 24, 2012 and thereafter 6.25% will vest / vested in 12 equal quarterly installments with the first such installment vesting on June 30, 2012.
  • [F5]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.
  • [F6]Each restricted stock unit represents a contingent right to receive one share of IRIS International, Inc. common stock.
  • [F7]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.
  • [F8]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.

Documents

1 file

Issuer

IRIS INTERNATIONAL INC

CIK 0000319240

→
Entity typeother

Related Parties

1
  • filerCIK 0001497519

Filing Metadata

Form type
4
Filed
Oct 31, 8:00 PM ET
Accepted
Nov 1, 8:25 PM ET
Size
41.2 KB
View on SEC.gov