CAREFUSION Corp 4
4 · CAREFUSION Corp · Filed Mar 19, 2015
Insider Transaction Report
Form 4
LOSH J MICHAEL
Director
Transactions
- Disposition to Issuer
Common Stock
2015-03-17−750→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2015-03-17−31,756→ 0 total - Disposition to Issuer
Restricted Stock Units
2015-03-17+2,874→ 0 total→ Common Stock (2,874 underlying)
Footnotes (5)
- [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]Includes shares of CareFusion Corporation common stock subject to previously vested restricted stock units ("RSUs") for which delivery has been deferred. In accordance with the Merger Agreement, these deferred RSUs were cancelled in connection with the Merger and converted into, with respect to each share of CareFusion Corporation common stock underlying such RSUs, the right to receive Merger Consideration.
- [F3]Disposed of pursuant to the Merger Agreement.
- [F4]Each RSU represents a contingent right to receive one share of CareFusion Corporation common stock upon vesting.
- [F5]These RSUs were granted on November 5, 2014. In accordance with the Merger Agreement, these RSUs were cancelled in connection with the Merger and converted into, with respect to each share of CareFusion Corporation common stock underlying such RSUs, the right to receive Merger Consideration.