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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
DADE BEHRING HOLDINGS INC [ DADE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/03/2006 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 07/03/2006 | M(1) | 10,000 | A | $7.36 | 12,000(2) | D | |||
Common Stock | 07/03/2006 | S(1) | 10,000 | D | $41.2546 | 2,000 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Director Stock Option (right to buy) | $7.36(3) | 07/03/2006 | M(1) | 10,000(3) | (4) | 10/24/2012 | Common Stock | 10,000 | $0.00 | 40,000(3) | D | ||||
Stock Units(5) | $0.00(6) | 07/03/2006 | A | 6.757(7) | (8) | (8) | Common Stock | 6.757 | $38.8 | 5,250.528 | D | ||||
Stock Units(5) | $0.00(6) | 07/03/2006 | A | 340.155(9) | (8) | (8) | Common Stock | 340.155 | $41.34 | 5,590.683 | D |
Explanation of Responses: |
1. The transactions reported on this Form 4 were effected by a broker pursuant to instructions set forth in the Rule 10b5-1 trading plan adopted by Mr Roedel and delivered to the broker on May 24, 2006. |
2. 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. |
3. On August 29, 2005 the common stock of Dade Behring Holdings, Inc. was split 2 for 1. The number of options and the option exercise price set forth on this Form 4 have been adjusted for the stock split. |
4. Exercise rights under the option vested as to 16,668 shares on October 3, 2003, as to 16,666 shares on October 3, 2004 and as to 16,666 shares on October 3, 2005 |
5. Acquired pursuant to the Dade Behring Nonemployee Directors' Deferred Stock Compensation Plan. |
6. Stock Units convert to common stock at a ratio of 1 for 1. |
7. Equal to the number of Stock Units credited under the Dade Behring Nonemployee Directors' Deferred Stock Compensation Plan upon conversion as of July 3, 2006 of the cash dividend equivalent balance accrued during the preceding quarter. The Stock Unit conversion was made as of July 3, 2006 by dividing the accrued cash dividend equivalent balance for the quarter of $0.05 per Stock Unit by $38.80 which is the average of the high and low prices for Dade Behring common stock reported by Nasdaq for June 19, 2006, the date of the cash dividend payment. |
8. 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. |
9. Equal to the amount of compensation deferred under the Dade Behring Nonemployee Directors' Deferred Stock Compensation Plan, divided by $41.34 which is the average of the high and low prices for Dade Behring common stock reported by Nasdaq for July 3, 2006. |
Remarks: |
Louise S. Pearson, Attorney in Fact | 07/06/2006 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |