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
IRIS INTERNATIONAL INC [ IRIS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/30/2012 | ||||||||||||||||||||||||||
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 | 06/30/2012 | M | 208 | A | (1) | 68,575 | D | |||
Common Stock | 06/30/2012 | M | 281 | A | (2) | 68,856 | D | |||
Common Stock | 06/30/2012 | F(3) | 268 | D | $11.3 | 68,588 | D | |||
Common Stock | 100 | I | By Son |
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 | ||||||||
Restricted Stock Units | (1) | 06/30/2012 | M | 208 | (4) | (4) | Common Stock | 208 | $0 | 1,463 | D | ||||
Restricted Stock Units | (2) | 06/30/2012 | M | 281 | (5) | (5) | Common Stock | 281 | $0 | 3,094 | D |
Explanation of Responses: |
1. Each restricted stock unit represents a contingent right to receive one share of IRIS International, Inc. common stock. On June 30, 2012, 208 of the reporting person's restricted stock units were settled for an equal number of shares of IRIS International, Inc. common stock. |
2. Each restricted stock unit represents a contingent right to receive one share of IRIS International, Inc. common stock. On June 30, 2012, 281 of the reporting person's restricted stock units were settled for an equal number of shares of IRIS International, Inc. common stock. |
3. The shares were retained by the company in payment of the tax associated with the vesting of restricted shares and/or restricted stock units previously granted to the reporting person. |
4. Vested 25% on March 23, 2011 and thereafter 6.25% vested / will vest in 12 equal quarterly installments with the first such installment vesting on June 30, 2011. Vested shares will be delivered to the reporting person as soon as practicable following the applicable vesting date. |
5. Vested 25% on March 24, 2012 and thereafter 6.25% vested / will vest in 12 equal quarterly installments with the first such installment vesting on June 30, 2012. Vested shares will be delivered to the reporting person as soon as practicable following the applicable vesting date. |
/s/ Todd M. Graham, Attorney-in-Fact | 07/02/2012 | |
** 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. |