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
PAXAR CORP [ PXR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/15/2007 | ||||||||||||||||||||||||||
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 | 06/15/2007 | D | 2,525 | D | (1) | 0 | 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 | ||||||||
Stock Option (Right to Buy) | $14.135 | 06/15/2007 | D | 6,250 | (2) | 01/21/2014 | Common Stock | 6,250 | (2) | 0 | D | ||||
Stock Option (Right to Buy) | $14.135 | 06/15/2007 | D | 12,500 | (3) | 06/06/2015 | Common Stock | 12,500 | (3) | 0 | D | ||||
Stock Option (Right to Buy) | $17.91 | 06/15/2007 | D | 9,075 | (4) | 01/26/2016 | Common Stock | 9,075 | (4) | 0 | D | ||||
Stock Option (Right to Buy) | $22.02 | 06/15/2007 | D | 12,503 | (5) | 01/25/2017 | Common Stock | 12,503 | (5) | 0 | D |
Explanation of Responses: |
1. Pursuant to a merger agreement between the issuer and the Avery Dennison Corporation, these shares were disposed of by the reporting person for $30.50 per share at the effective time of merger. |
2. The reporting person was granted options to purchase 7,001 shares of common stock on 1/21/2004, which became exercisable in four equal annual installments beginning on 1/21/2005. 6,250 shares remain unexercised. The unexercised shares were cancelled in the merger in exchange for options to purchase shares of Avery Dennison's common stock, representing the product of 6,250 shares of common stock and $30.50 divided by the average Avery Dennison stock price of $64.819 over the 20 days immediately prior to the merger. |
3. The reporting person was granted options to purchase 25,000 shares of common stock on 6/6/2005, which became exercisable in four equal annual installments beginning on 6/6/2006. 12,500 shares remain unexercised. The unexercised shares were cancelled in the merger in exchange for options to purchase shares of Avery Dennison's common stock, representing the product of 12,500 shares of common stock and $30.50 divided by the average Avery Dennison stock price of $64.819 over the 20 days immediately prior to the merger. |
4. The reporting person was granted options to purchase 12,100 shares of common stock on 1/26/2006, which became exercisable in four equal annual installments beginning on 1/26/2007. 9,075 shares remain unexercised. The unexercised shares were cancelled in the merger in exchange for options to purchase shares of Avery Dennison's common stock, representing the product of 9,075 shares of common stock and $30.50 divided by the average Avery Dennison stock price of $64.819 over the 20 days immediately prior to the merger. |
5. The reporting person was granted options to purchase 12,503 shares of common stock on 1/25/2007, which were scheduled to become exercisable in four equal annual installments beginning on 1/25/2008. The unexercised shares were cancelled in the merger in exchange for options to purchase shares of Avery Dennison's common stock, representing the product of 12,503 shares of common stock and $30.50 divided by the average Avery Dennison stock price of $64.819 over the 20 days immediately prior to the merger. |
Remarks: |
/s/ Robert S. Stone, Attorney-in-Fact | 06/19/2007 | |
** 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. |