Yi John U 4

Accession 0001181431-12-056189

CIK 0000319240other

View on SEC.gov Company Profile

Filed

Oct 31, 8:00 PM ET

Accepted

Nov 1, 8:45 PM ET

Size

46.0 KB

Accession

0001181431-12-056189

Insider Transaction Report

Form 4

Period: 2012-10-31

IRIS INTERNATIONAL INCIRIS

Yi John U

Corp VP, Operations

Transactions

Exercise/Conversion
Common Stock
2012-10-31$9.81/sh+1,689$16,569→ 78,978 total(indirect: By Trust)
Disposition to Issuer
Stock Option (Right to Buy)
2012-10-31$7.53/sh−8,507$64,058→ 0 total
Exercise: $11.97Exp: 2017-02-23→ Common Stock (8,507 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2012-10-31$9.69/sh−2,815$27,277→ 0 total
Exercise: $9.81Exp: 2018-02-24→ Common Stock (2,815 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)
Exercise/Conversion
Common Stock
2012-10-31$9.81/sh+2,529$24,809→ 77,289 total(indirect: By Trust)
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)
Award
Performance Restricted Stock Units
2012-10-31+6,400→ 6,400 total
→ Common Stock (6,400 underlying)
Disposition from Tender
Common Stock
2012-10-31$19.50/sh−34,502$672,789→ 0 total(indirect: By Trust)
Exercise/Conversion
Common Stock
2012-10-31$11.97/sh+14,177$169,699→ 74,760 total(indirect: By Trust)
Sale
Common Stock
2012-10-31$19.50/sh−24,250$472,875→ 0 total(indirect: By Trust)
Exercise/Conversion
Stock Option (Right to Buy)
2012-10-31−31,416→ 4,488 total
Exercise: $9.99Exp: 2016-02-20→ Common Stock (31,416 underlying)
Exercise/Conversion
Stock Option (Right to Buy)
2012-10-31−1,689→ 2,815 total
Exercise: $9.81Exp: 2018-02-24→ Common Stock (1,689 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2012-10-31$9.51/sh−4,488$42,681→ 0 total
Exercise: $9.99Exp: 2016-02-20→ Common Stock (4,488 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2012-10-31$9.69/sh−4,217$40,863→ 0 total
Exercise: $9.81Exp: 2018-02-24→ Common Stock (4,217 underlying)
Disposition to Issuer
Restricted Stock Units
2012-10-31$19.50/sh−1,254$24,453→ 0 total
→ Common Stock (1,254 underlying)
Exercise/Conversion
Common Stock
2012-10-31$11.65/sh+29,167$339,796→ 29,167 total(indirect: By Trust)
Tax Payment
Common Stock
2012-10-31$19.50/sh−54,728$1,067,196→ 24,250 total(indirect: By Trust)
Exercise/Conversion
Stock Option (Right to Buy)
2012-10-31−14,177→ 8,507 total
Exercise: $11.97Exp: 2017-02-23→ Common Stock (14,177 underlying)
Exercise/Conversion
Stock Option (Right to Buy)
2012-10-31−2,529→ 4,217 total
Exercise: $9.81Exp: 2018-02-24→ Common Stock (2,529 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
Common Stock
2012-10-31$9.99/sh+31,416$313,846→ 60,583 total(indirect: By Trust)
Disposition to Issuer
Restricted Stock Units
2012-10-31$19.50/sh−2,813$54,854→ 0 total
→ Common Stock (2,813 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
rrd359042.xmlPrimary
FORM 4

Issuer

IRIS INTERNATIONAL INC

CIK 0000319240

→

Entity typeother

Related Parties

filerCIK 0001343621

Filing Metadata

Form type: 4
Filed: Oct 31, 8:00 PM ET
Accepted: Nov 1, 8:45 PM ET
Size: 46.0 KB

View on SEC.gov