4//SEC Filing
MCCAUSLAND BONNIE F 4
Accession 0001289895-05-000024
CIK 0000804212other
Filed
Feb 14, 7:00 PM ET
Accepted
Feb 15, 4:57 PM ET
Size
14.9 KB
Accession
0001289895-05-000024
Insider Transaction Report
Form 4
AIRGAS INCARG
MCCAUSLAND BONNIE F
10% Owner
Transactions
- Other
Forward Sale Contract (right/obligation to sell)
2005-02-11−300,000→ 0 totalFrom: 2005-02-11Exp: 2005-02-11→ Common Stock (300,000 underlying) - Other
Common Stock
2005-02-11$24.97/sh−233,920$5,840,982→ 8,259,453 total
Holdings
- 375,856(indirect: Immediate Family)
Common Stock
- 171,076(indirect: By Trust)
Common Stock
- 41,192(indirect: By 401(k))
Common Stock
MCCAUSLAND PETER
DirectorChairman, President and CEO10% Owner
Transactions
- Other
Common Stock
2005-02-11$24.97/sh−233,920$5,840,982→ 8,259,453 total - Other
Forward Sale Contract (right/obligation to sell)
2005-02-11−300,000→ 0 totalFrom: 2005-02-11Exp: 2005-02-11→ Common Stock (300,000 underlying)
Holdings
- 375,856(indirect: Immediate Family)
Common Stock
- 171,076(indirect: By Trust)
Common Stock
- 41,192(indirect: By 401(k))
Common Stock
Footnotes (8)
- [F1]On February 11, 2005, the Reporting Person settled his obligation to deliver up to 300,000 shares of Airgas, Inc. common stock ("Common Stock") (or an equivalent amount of cash) under a pre-paid variable share forward contract enterred into by the Reporting Person and an unaffiliated buyer (the "Buyer") on January 29, 2002, and amended on June 6, 2003 (the "Contract"), relating to a maximum of 1,500,000 shares of Common Stock. Upon entering the Contract, the Reporting Person received a cash paymet of $18,477,870 in exchange for his obligation to deliver shares to the Buyer at its termination as more fully described in the footnotes below. The Contract was enterred into three years ago before trading commenced on the NYSE on January 29, 2002 and a public announcement was issued at such time explaining the material terms of the Contract. A timely Form 4 was filed on February 11, 2002 to report the commencement of the Contract and on June 10, 2003 to reflect the amendment.
- [F2]Under the amended Contract, the Reporting Person agreed to deliver a number of shares of Common Stock on the third NYSE business day after each of January 14, 2005, January 21, 2005, January 28, 2005, February 4, 2005 and February 11, 2005 (each, a "Termination Date") pursuant to the following formula: (i) if the price of Common Stock on the applicable Termination Date (the "Final Price") is less than $16.50 (the "Floor Price"), 300,000 shares; (ii) if the Final Price is less than or equal to $22.00 (the "Cap Price") but greater than or equal to the Floor Price, then a number of shares equal to 300,000 shares times the Floor Price divided by the Final Price; (iii) if the Final Price is greater than the Cap Price, then a number of shares equal to 300,000 shares multiplied by a fraction, the numerator of which is the sum of the Floor Price and the difference between the Final Price and the Cap Price, and the denominator of which is the Final Price.
- [F3]Based upon an increased dividend on the Common Stock on June 14, 2004, under the terms of the amended Contract, the Floor Price and Cap Price were reduced to $16.485 and $21.985, respectively. The Final Price upon settlement of the fifth and final tranche of shares deliverable to the Buyer on the fifth and final Termination Date was $24.97 per share. Accordingly, the Reporting Person transferred 233,920 shares of Common Stock to the Buyer and retained and was not required to deliver to the Buyer 66,080 shares.
- [F4]Not applicable.
- [F5]Includes 15,700 shares owned directly by Peter McCausland and indirectly by Bonnie F. McCausland.
- [F6]Includes 1,500 shares owned directly by Bonnie F. McCausland and indirectly by Peter McCausland.
- [F7]Represents shares beneficially owned by Bonnie F. McCausland as trustee of a trust for the benefit of Peter McCausland's children.
- [F8]The information presented is as of 2/9/2005, the date of the latest available statement of the reporting person's holdings of Airgas, Inc. common stock in his 401(k) plan. Since 12/15/2004, the date relied upon for the amount reported on the reporting person's February 8, 2005 Form 4, a total of 394 shares have been acquired in transactions exempt from Section 16(b) by Rule 16b-3(c).
Documents
Issuer
AIRGAS INC
CIK 0000804212
Entity typeother
IncorporatedPA
Related Parties
1- filerCIK 0001083687
Filing Metadata
- Form type
- 4
- Filed
- Feb 14, 7:00 PM ET
- Accepted
- Feb 15, 4:57 PM ET
- Size
- 14.9 KB