4//SEC Filing
CAREFUSION Corp 4
Accession 0001225738-15-000014
CIK 0001457543operating
Filed
Mar 18, 8:00 PM ET
Accepted
Mar 19, 7:24 PM ET
Size
17.2 KB
Accession
0001225738-15-000014
Insider Transaction Report
Form 4
Paolucci Michael E
EVP, Human Resources
Transactions
- Disposition to Issuer
Performance Stock Units
2015-03-17−12,681→ 0 totalExercise: $0.00→ Common Stock (12,681 underlying) - Disposition to Issuer
Restricted Stock Units
2015-03-17−9,097→ 0 totalExercise: $0.00→ Common Stock (9,097 underlying) - Disposition to Issuer
Restricted Stock Units
2015-03-17−7,107→ 0 totalExercise: $0.00→ Common Stock (7,107 underlying) - Award
Performance Stock Units
2015-03-17+12,681→ 12,681 totalExercise: $0.00→ Common Stock (12,681 underlying) - Disposition to Issuer
Options (right to buy)
2015-03-17−56,249→ 0 totalExercise: $43.97Exp: 2021-08-15→ Common Stock (56,249 underlying)
Footnotes (8)
- [F1]This Form 4 is being filed in connection with the March 17, 2015 closing of the merger of Griffin Sub, Inc. with and into CareFusion Corporation (the "Merger") pursuant to the Agreement and Plan of Merger, dated as of October 5, 2014 (the "Merger Agreement"), among CareFusion Corporation, Becton, Dickinson and Company ("BD"), and Griffin Sub, Inc. Upon the closing of the Merger, each outstanding share of CareFusion Corporation common stock was converted into the right to receive $49.00 per share (without interest) and 0.0777 share of BD (the "Merger Consideration"). On the day prior to the closing date of the Merger, each 0.0777 share of BD received in the Merger had a value of $11.06, based on the closing price of BD common stock on the NYSE on such date.
- [F2]Each performance stock unit ("PSU") and each restricted stock unit ("RSU") represents a contingent right to receive one share of CareFusion Corporation common stock upon vesting.
- [F3]These PSUs were granted on August 15, 2014. In accordance with the Merger Agreement, the Human Resources and Compensation Committee of CareFusion Corporation's Board of Directors certified the extent to which the performance conditions for the PSUs had been satisfied and established the number of shares earned with respect thereto. These PSUs were cancelled in connection with the Merger and converted into, with respect to each share of CareFusion Corporation common stock underlying such PSUs, the right to receive the Merger Consideration less applicable tax withholding. As the PSUs did not constitute derivative securities, they were not required to be reported and were not reported on Form 4 at the time of the grant.
- [F4]Granted without payment by grantee.
- [F5]Disposed of pursuant to the Merger Agreement.
- [F6]These RSUs, which are subject to vesting as to 33.33% of the shares subject thereto on August 15, 2015, August 15, 2016, and August 15, 2017 (or, in each case, on an earlier qualifying termination of employment), were assumed by BD and converted in accordance with the exchange ratio set forth in the Merger Agreement into RSUs with respect to 3,833 shares of BD common stock.
- [F7]These RSUs, which are subject to vesting as to 33.33% of the shares subject thereto on August 15, 2015, August 15, 2016, and August 15, 2017 (or, in each case, on an earlier qualifying termination of employment), were assumed by BD and converted in accordance with the exchange ratio set forth in the Merger Agreement into RSUs with respect to 2,995 shares of BD common stock.
- [F8]These stock options, which are subject to vesting as to 18,749 shares on August 15, 2015, 18,750 shares on August 15, 2016, and 18,750 shares on August 15, 2017 (or, in each case, on an earlier qualifying termination of employment), were assumed by BD and converted in accordance with the exchange ratio set forth in the Merger Agreement into options with respect to 23,703 shares of BD common stock with an exercise price of $104.35.
Documents
Issuer
CAREFUSION Corp
CIK 0001457543
Entity typeoperating
Related Parties
1- filerCIK 0001457543
Filing Metadata
- Form type
- 4
- Filed
- Mar 18, 8:00 PM ET
- Accepted
- Mar 19, 7:24 PM ET
- Size
- 17.2 KB