4//SEC Filing
O'Leary Richard A. 4
Accession 0001181431-12-056193
CIK 0000319240other
Filed
Oct 31, 8:00 PM ET
Accepted
Nov 1, 8:47 PM ET
Size
26.2 KB
Accession
0001181431-12-056193
Insider Transaction Report
Form 4
O'Leary Richard A.
Corp. VP, HR & Admin.
Transactions
- Award
Performance Restricted Stock Units
2012-10-31+6,400→ 6,400 total→ Common Stock (6,400 underlying) - Exercise/Conversion
Common Stock
2012-10-31$10.32/sh+8,283$85,481→ 8,283 total - Disposition to Issuer
Restricted Stock Units
2012-10-31$19.50/sh−6,400$124,800→ 0 total→ Common Stock (6,400 underlying) - Tax Payment
Common Stock
2012-10-31$19.50/sh−4,493$87,614→ 3,944 total - Exercise/Conversion
Common Stock
2012-10-31$10.32/sh+154$1,589→ 8,437 total - Sale
Common Stock
2012-10-31$19.50/sh−3,944$76,908→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2012-10-31$9.18/sh−14,063$129,098→ 0 totalExercise: $10.32Exp: 2018-02-14→ Common Stock (14,063 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) - Disposition from Tender
Common Stock
2012-10-31$19.50/sh−9,425$183,788→ 0 total - Exercise/Conversion
Stock Option (Right to Buy)
2012-10-31−8,283→ 14,063 totalExercise: $10.32Exp: 2018-02-14→ Common Stock (8,283 underlying) - Exercise/Conversion
Stock Option (Right to Buy)
2012-10-31−154→ 0 totalExercise: $10.32From: 2012-02-14Exp: 2018-02-14→ Common Stock (154 underlying) - Disposition to Issuer
Restricted Stock Units
2012-10-31$19.50/sh−5,625$109,688→ 0 total→ Common Stock (5,625 underlying)
Footnotes (7)
- [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 5,471 shares on February 14, 2012 and thereafter the balance will vest / vested in 12 equal quarterly installments with the first such installment vesting on June 30, 2012.
- [F4]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.
- [F5]Each restricted stock unit represents a contingent right to receive one share of IRIS International, Inc. common stock.
- [F6]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.
- [F7]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
Issuer
IRIS INTERNATIONAL INC
CIK 0000319240
Entity typeother
Related Parties
1- filerCIK 0001512729
Filing Metadata
- Form type
- 4
- Filed
- Oct 31, 8:00 PM ET
- Accepted
- Nov 1, 8:47 PM ET
- Size
- 26.2 KB