Warekois Tom E 4

Accession 0001181431-12-056179

CIK 0000319240other

View on SEC.gov Company Profile

Filed

Oct 31, 8:00 PM ET

Accepted

Nov 1, 8:32 PM ET

Size

47.0 KB

Accession

0001181431-12-056179

Insider Transaction Report

Form 4

Period: 2012-10-31

IRIS INTERNATIONAL INCIRIS

Warekois Tom E

Corp VP/Pres Iris Diagnostics

Transactions

Disposition from Tender
Common Stock
2012-10-31$19.50/sh−22,734$443,313→ 0 total
Exercise/Conversion
Common Stock
2012-10-31$11.65/sh+29,167$339,796→ 29,167 total
Exercise/Conversion
Common Stock
2012-10-31$9.99/sh+43,982$439,380→ 73,149 total
Tax Payment
Common Stock
2012-10-31$19.50/sh−70,435$1,373,483→ 30,296 total
Exercise/Conversion
Stock Option (Right to Buy)
2012-10-31−2,417→ 4,029 total
Exercise: $9.81Exp: 2018-02-24→ Common Stock (2,417 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2012-10-31$7.53/sh−11,910$89,682→ 0 total
Exercise: $11.97Exp: 2017-02-23→ Common Stock (11,910 underlying)
Award
Performance Restricted Stock Units
2012-10-31+12,800→ 12,800 total
→ Common Stock (12,800 underlying)
Disposition to Issuer
Restricted Stock Units
2012-10-31$19.50/sh−5,157$100,562→ 0 total
→ Common Stock (5,157 underlying)
Disposition to Issuer
Restricted Stock Units
2012-10-31$19.50/sh−12,800$249,600→ 0 total
→ Common Stock (12,800 underlying)
Exercise/Conversion
Common Stock
2012-10-31$11.97/sh+19,848$237,581→ 92,997 total
Sale
Common Stock
2012-10-31$19.50/sh−30,296$590,772→ 0 total
Exercise/Conversion
Stock Option (Right to Buy)
2012-10-31−19,848→ 11,910 total
Exercise: $11.97Exp: 2017-02-23→ Common Stock (19,848 underlying)
Exercise/Conversion
Stock Option (Right to Buy)
2012-10-31−5,317→ 8,862 total
Exercise: $9.81Exp: 2018-02-24→ Common Stock (5,317 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2012-10-31$9.51/sh−6,284$59,761→ 0 total
Exercise: $9.99Exp: 2016-02-20→ Common Stock (6,284 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2012-10-31$9.69/sh−8,862$85,873→ 0 total
Exercise: $9.81Exp: 2018-02-24→ Common Stock (8,862 underlying)
Exercise/Conversion
Common Stock
2012-10-31$9.81/sh+5,317$52,160→ 98,314 total
Exercise/Conversion
Common Stock
2012-10-31$9.81/sh+2,417$23,711→ 100,731 total
Exercise/Conversion
Stock Option (Right to Buy)
2012-10-31−29,167→ 0 total
Exercise: $11.65Exp: 2013-03-04→ Common Stock (29,167 underlying)
Exercise/Conversion
Stock Option (Right to Buy)
2012-10-31−43,982→ 6,284 total
Exercise: $9.99Exp: 2016-02-20→ Common Stock (43,982 underlying)
Disposition to Issuer
Restricted Stock Units
2012-10-31$19.50/sh−1,755$34,223→ 0 total
→ Common Stock (1,755 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2012-10-31$9.69/sh−4,029$39,041→ 0 total
Exercise: $9.81Exp: 2018-02-24→ Common Stock (4,029 underlying)
Disposition to Issuer
Performance Restricted Stock Units
2012-10-31$19.50/sh−12,800$249,600→ 0 total
→ Common Stock (12,800 underlying)
Disposition to Issuer
Restricted Stock Units
2012-10-31$19.50/sh−25,600$499,200→ 0 total
→ Common Stock (25,600 underlying)

Footnotes (10)

[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 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.
[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% will vest / vested 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% will vest / vested in 12 equal quarterly installments with the first such installment vesting on June 30, 2011.
[F6]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.
[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 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

4
rrd359038.xmlPrimary
FORM 4

Issuer

IRIS INTERNATIONAL INC

CIK 0000319240

→

Entity typeother

Related Parties

filerCIK 0001392360

Filing Metadata

Form type: 4
Filed: Oct 31, 8:00 PM ET
Accepted: Nov 1, 8:32 PM ET
Size: 47.0 KB

View on SEC.gov