4//SEC Filing
Beasley Jim C 4
Accession 0001225208-18-000494
CIK 0000009892other
Filed
Jan 2, 7:00 PM ET
Accepted
Jan 3, 8:18 PM ET
Size
18.6 KB
Accession
0001225208-18-000494
Insider Transaction Report
Form 4
Beasley Jim C
Group Vice President
Transactions
- Disposition to Issuer
Common Stock
2017-12-29−9,885→ 36,516 total - Disposition to Issuer
Common Stock
2017-12-29−18,972→ 0 total - Disposition to Issuer
Option (Right to Buy)
2017-12-29−4,710→ 0 totalExercise: $168.87Exp: 2024-12-10→ Common Stock (4,710 underlying) - Award
Common Stock
2017-12-29+17,544→ 39,779 total - Award
Common Stock
2017-12-29+6,622→ 46,401 total - Disposition to Issuer
Common Stock
2017-12-29−17,544→ 18,972 total - Disposition to Issuer
Option (Right to Buy)
2017-12-29−8,781→ 0 totalExercise: $186.43Exp: 2025-12-09→ Common Stock (8,781 underlying) - Disposition to Issuer
Option (Right to Buy)
2017-12-29−10,186→ 0 totalExercise: $219.56Exp: 2026-12-14→ Common Stock (10,186 underlying)
Footnotes (6)
- [F1]This Form 4 is being filed in connection with the December 29, 2017 closing of the merger (the "Merger") of Lambda Corp. ("Lambda") with and into C. R. Bard, Inc. ("Bard") pursuant to the Agreement and Plan of Merger, dated as of April 23, 2017, among Bard, Becton, Dickinson and Company ("BD") and Lambda. Upon the closing of the Merger, each outstanding share of Bard common stock was converted into the right to receive $222.93 in cash (without interest) and 0.5077 of a share of BD common stock (the "Merger Consideration"). All of the transactions reported in this Form 4 occurred simultaneously upon the closing of the Merger.
- [F2]Includes 17,544 shares of Bard common stock deemed acquired upon satisfaction of performance criteria underlying the award of restricted stock units under the 2012 Long Term Incentive Plan of Bard (as amended and restated) ("PLTIP"). In accordance with the Merger Agreement, these PLTIP units were cancelled in connection with the Merger and converted in accordance with the exchange ratio set forth in the Merger Agreement into equivalent BD PLTIP units.
- [F3]Includes 6,622 Bard restricted stock units deemed acquired upon satisfaction of performance goals that were considered achieved upon the closing of the Merger.
- [F4]Includes 9,885 Bard restricted stock units that, upon the closing of the Merger, were assumed by BD and converted in accordance with the exchange ratio set forth in the Merger Agreement into equivalent adjusted BD restricted stock units.
- [F5]Includes 18,972 shares of restricted stock units acquired through deferral of compensation under Bard's Management Stock Purchase Program ("MSPP"). In accordance with the Merger Agreement (i) each Bard MSPP Unit that by its terms vested and/or became payable at the closing of the Merger was cancelled and converted into, with respect to each share of Bard common stock underlying such Bard MSPP Unit, the right to receive the Merger Consideration; and (ii) each Bard MSPP Unit that did not, by its terms, become payable at the closing of the Merger was assumed and converted in accordance with the exchange ratio set forth in the Merger Agreement into an equivalent adjusted BD MSPP Unit.
- [F6]These stock options were assumed by BD and converted in accordance with the exchange ratio set forth in the Merger Agreement into stock appreciation rights with respect to BD common stock.
Documents
Issuer
BARD C R INC /NJ/
CIK 0000009892
Entity typeother
Related Parties
1- filerCIK 0001463423
Filing Metadata
- Form type
- 4
- Filed
- Jan 2, 7:00 PM ET
- Accepted
- Jan 3, 8:18 PM ET
- Size
- 18.6 KB