SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
ROEDEL RICHARD

(Last) (First) (Middle)
1717 DEERFIELD ROAD

(Street)
DEERFIELD IL 60015

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DADE BEHRING HOLDINGS INC [ DADE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/03/2005
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock(1) 10/03/2005 A 1,809 A (2) 3,809(3) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Units(4) $0.00(5) 10/03/2005 A 3.491(6) (7) (7) Common Stock 3.491 $36.3 4,227.179(8) D
Stock Units(4) $0.00(5) 10/03/2005 A 260.851(9) (7) (7) Common Stock 260.851 $35.95 4,488.03 D
Explanation of Responses:
1. Includes Stock Units granted under the Dade Behring 2004 Incentive Compensation Plan.
2. Grant of Stock Units under the Dade Behring 2004 Incentive Compensation Plan. The Stock Units vest in three equal annual installments beginning October 3, 2006. Vesting accelerates upon the occurrence of certain events.
3. On August 29, 2005 the common stock of Dade Behring Holdings, Inc. was split 2 for 1 resulting in a doubling of the number of shares of common stock beneficially owned. The number of shares set forth on this Form 4 has been adjusted for the stock split.
4. Acquired pursuant to the Dade Behring Nonemployee Directors' Deferred Stock Compensation Plan.
5. Stock Units convert to common stock at a ratio of 1 for 1.
6. Equal to the number of Stock Units credited under the Dade Behring Nonemployee Directors' Deferred Stock Compensation Plan upon conversion as of October 3, 2005 of the cash dividend equivalent balance accrued during the preceding quarter. The Stock Unit conversion was made as of October 3, 2005 by dividing the accrued cash dividend equivalent balance for the quarter of $0.03 per Stock Unit by $36.30 which is the average of the high and low prices for Dade Behring common stock reported by Nasdaq for September 19, 2005, the date of the cash dividend payment.
7. The Stock Units vest immediately and are to be settled in Dade Behring common stock in a series of equal distributions in each of two years beginning as soon as administratively feasible after January 1 of the calendar year immediately following the date of termination of service as a director.
8. On August 29, 2005, the common stock of Dade Behring Holdings, Inc. was split 2 for 1 resulting in a doubling of the number of Stock Units beneficially owned. The number of Stock Units set forth on this Form 4 has been adjusted for the stock split.
9. Equal to the amount of compensation deferred under the Dade Behring Nonemployee Directors' Deferred Stock Compensation Plan, divided by $35.94 which is the average of the high and low prices for Dade Behring common stock reported by Nasdaq for October 3, 2005.
Remarks:
Louise S. Pearson, Attorney in Fact 10/05/2005
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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