CAREFUSION Corp 4

Accession 0001225738-15-000016

CIK 0001457543operating

View on SEC.gov Company Profile

Filed

Mar 18, 8:00 PM ET

Accepted

Mar 19, 7:25 PM ET

Size

36.6 KB

Accession

0001225738-15-000016

Insider Transaction Report

Form 4

Period: 2015-03-17

CAREFUSION CorpCFN

Wygant Jonathan

SVP, Chief Accounting Officer

Transactions

Disposition to Issuer
Restricted Stock Units
2015-03-17−1,437→ 0 total
Exercise: $0.00→ Common Stock (1,437 underlying)
Disposition to Issuer
Options (right to buy)
2015-03-17−6,182→ 0 total
Exercise: $26.79Exp: 2019-08-15→ Common Stock (6,182 underlying)
Disposition to Issuer
Common Stock
2015-03-17−5,068→ 0 total
Disposition to Issuer
Performance Stock Units
2015-03-17−3,234→ 0 total
Exercise: $0.00→ Common Stock (3,234 underlying)
Disposition to Issuer
Restricted Stock Units
2015-03-17−1,120→ 0 total
Exercise: $0.00→ Common Stock (1,120 underlying)
Disposition to Issuer
Options (right to buy)
2015-03-17−11,989→ 0 total
Exercise: $36.17Exp: 2020-08-15→ Common Stock (11,989 underlying)
Award
Performance Stock Units
2015-03-17+3,234→ 3,234 total
Exercise: $0.00→ Common Stock (3,234 underlying)
Disposition to Issuer
Restricted Stock Units
2015-03-17−1,078→ 0 total
Exercise: $0.00→ Common Stock (1,078 underlying)
Disposition to Issuer
Options (right to buy)
2015-03-17−2,097→ 0 total
Exercise: $22.59Exp: 2017-08-16→ Common Stock (2,097 underlying)
Award
Performance Stock Units
2015-03-17+2,563→ 2,563 total
Exercise: $0.00→ Common Stock (2,563 underlying)
Disposition to Issuer
Performance Stock Units
2015-03-17−2,563→ 0 total
Exercise: $0.00→ Common Stock (2,563 underlying)
Disposition to Issuer
Options (right to buy)
2015-03-17−4,114→ 0 total
Exercise: $25.56Exp: 2018-08-15→ Common Stock (4,114 underlying)
Disposition to Issuer
Options (right to buy)
2015-03-17−11,372→ 0 total
Exercise: $43.97Exp: 2021-08-15→ Common Stock (11,372 underlying)

Footnotes (14)

[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 stock options, which are 100% vested and immediately exercisable, were assumed by BD and converted in accordance with the exchange ratio set forth in the Merger Agreement into options with respect to 883 shares of BD common stock with an exercise price of $53.61.
[F11]These stock options, which are 100% vested and immediately exercisable, were assumed by BD and converted in accordance with the exchange ratio set forth in the Merger Agreement into options with respect to 1,733 shares of BD common stock with an exercise price of $60.66.
[F12]These stock options, which are vested and immediately exercisable with respect to 4,121 shares and which are subject to vesting as to 2,061 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 2,605 shares of BD common stock with an exercise price of $63.58.
[F13]These stock options, which are vested and immediately exercisable with respect to 3,996 shares and which are subject to vesting as to 3,996 shares on August 15, 2015 and 3,997 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 5,052 shares of BD common stock with an exercise price of $85.84.
[F14]These stock options, which are subject to vesting as to 3,790 shares on August 15, 2015, 3,791 shares on August 15, 2016, and 3,791 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 4,792 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, 2013. 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, 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 1,363 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, 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.
[F7]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 472 shares of BD common stock.
[F8]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 454 shares of BD common stock.
[F9]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 606 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: 36.6 KB

View on SEC.gov