CAREFUSION Corp 4

Accession 0001225738-15-000015

CIK 0001457543operating

View on SEC.gov Company Profile

Filed

Mar 18, 8:00 PM ET

Accepted

Mar 19, 7:25 PM ET

Size

36.9 KB

Accession

0001225738-15-000015

Insider Transaction Report

Form 4

Period: 2015-03-17

CAREFUSION CorpCFN

Stafslien Joan

EVP, General Counsel

Transactions

Award
Performance Stock Units
2015-03-17+20,210→ 20,210 total
Exercise: $0.00→ Common Stock (20,210 underlying)
Award
Performance Stock Units
2015-03-17+12,950→ 12,950 total
Exercise: $0.00→ Common Stock (12,950 underlying)
Disposition to Issuer
Performance Stock Units
2015-03-17−17,132→ 0 total
Exercise: $0.00→ Common Stock (17,132 underlying)
Disposition to Issuer
Restricted Stock Units
2015-03-17−7,257→ 0 total
Exercise: $0.00→ Common Stock (7,257 underlying)
Disposition to Issuer
Common Stock
2015-03-17−93,563→ 0 total
Award
Performance Stock Units
2015-03-17+17,132→ 17,132 total
Exercise: $0.00→ Common Stock (17,132 underlying)
Disposition to Issuer
Performance Stock Units
2015-03-17−20,210→ 0 total
Exercise: $0.00→ Common Stock (20,210 underlying)
Disposition to Issuer
Restricted Stock Units
2015-03-17−5,711→ 0 total
Exercise: $0.00→ Common Stock (5,711 underlying)
Disposition to Issuer
Performance Stock Units
2015-03-17−12,950→ 0 total
Exercise: $0.00→ Common Stock (12,950 underlying)
Disposition to Issuer
Options (right to buy)
2015-03-17−23,024→ 0 total
Exercise: $26.79Exp: 2019-08-15→ Common Stock (23,024 underlying)
Disposition to Issuer
Options (right to buy)
2015-03-17−42,331→ 0 total
Exercise: $36.17Exp: 2020-08-15→ Common Stock (42,331 underlying)
Disposition to Issuer
Options (right to buy)
2015-03-17−57,439→ 0 total
Exercise: $43.97Exp: 2021-08-15→ Common Stock (57,439 underlying)
Disposition to Issuer
Restricted Stock Units
2015-03-17−3,369→ 0 total
Exercise: $0.00→ Common Stock (3,369 underlying)

Footnotes (13)

[F1]This Form 4 is being filed in connection with the March 12, 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.
[F10]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 3,058 shares of BD common stock.
[F11]These stock options, which are subject to vesting as to 23,024 shares on August 15, 2015 (or 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 9,702 shares of BD common stock with an exercise price of $63.58.
[F12]These stock options, which are subject to vesting as to 21,165 shares on August 15, 2015 and 21,166 shares on August 15, 2016 (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 17,838 shares of BD common stock with an exercise price of $85.84.
[F13]These stock options, which are subject to vesting as to 19,146 shares on August 15, 2015, 19,146 shares on August 15, 2016, and 19,147 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 24,204 shares of BD common stock with an exercise price of $104.35.
[F2]Disposed of pursuant to the Merger Agreement.
[F3]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.
[F4]These PSUs were granted on August 15, 2012. In accordance with the Merger Agreement, the Human Resources and Compensation Committee of CareFusion Corporation's Board of Directors (the "Compensation Committee") certified the extent to which the performance conditions for the PSUs had been satisfied and established the number of shares earned with respect thereto. The PSUs, which are subject to vesting on August 15, 2015 (or 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 8,516 shares of BD common stock. 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.
[F5]Granted without payment by grantee.
[F6]These PSUs were granted on August 15, 2013. In accordance with the Merger Agreement, the Compensation Committee certified the extent to which the performance conditions for the PSUs had been satisfied and established the number of shares earned with respect thereto. The PSUs, which are subject to vesting on August 15, 2016 (or 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 7,219 shares of BD common stock. 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.
[F7]These PSUs were granted on August 15, 2014. In accordance with the Merger Agreement, the Compensation Committee 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.
[F8]These RSUs, which are subject to vesting on August 15, 2015 (or 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 1,420 shares of BD common stock.
[F9]These RSUs, which are subject to vesting as to 50% of the shares subject thereto on August 15, 2015 and August 15, 2016 (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 2,407 shares of BD common stock.

Documents

1 file

4
edgar.xmlPrimary
PRIMARY DOCUMENT

Issuer

CAREFUSION Corp

CIK 0001457543

→

Entity typeoperating

Related Parties

filerCIK 0001457543

Filing Metadata

Form type: 4
Filed: Mar 18, 8:00 PM ET
Accepted: Mar 19, 7:25 PM ET
Size: 36.9 KB

View on SEC.gov