SEC FORM 4

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^*

Warekois Tom E

(Last)

(First)

(Middle)

C/O IRIS INTERNATIONAL, INC.

9158 ETON AVENUE

(Street)

CHATSWORTH

91311

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
IRIS INTERNATIONAL INC [ IRIS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Corp VP, Pres IRIS Diagnostics

3. Date of Earliest Transaction (Month/Day/Year)
10/31/2012

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/31/2012		U		22,734	D	$19.5	0	D
Common Stock	10/31/2012		M		29,167	A	$11.65	29,167	D
Common Stock	10/31/2012		M		43,982	A	$9.99	73,149	D
Common Stock	10/31/2012		M		19,848	A	$11.97	92,997	D
Common Stock	10/31/2012		M		5,317	A	$9.81	98,314	D
Common Stock	10/31/2012		M		2,417	A	$9.81	100,731	D
Common Stock	10/31/2012		F⁽¹⁾		70,435	D	$19.5	30,296	D
Common Stock	10/31/2012		S⁽²⁾		30,296	D	$19.5	0	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$11.65	10/31/2012		M			29,167	⁽³⁾	03/04/2013	Common Stock	29,167	$0	0	D
Stock Option (Right to Buy)	$9.99	10/31/2012		M			43,982	⁽⁴⁾	02/20/2016	Common Stock	43,982	$0	6,284	D
Stock Option (Right to Buy)	$11.97	10/31/2012		M			19,848	⁽⁵⁾	02/23/2017	Common Stock	19,848	$0	11,910	D
Stock Option (Right to Buy)	$9.81	10/31/2012		M			5,317	⁽⁶⁾	02/24/2018	Common Stock	5,317	$0	8,862	D
Stock Option (Right to Buy)	$9.81	10/31/2012		M			2,417	⁽⁶⁾	02/24/2018	Common Stock	2,417	$0	4,029	D
Stock Option (Right to Buy)	$9.99	10/31/2012		D			6,284	⁽⁷⁾	02/20/2016	Common Stock	6,284	$9.51	0	D
Stock Option (Right to Buy)	$11.97	10/31/2012		D			11,910	⁽⁷⁾	02/23/2017	Common Stock	11,910	$7.53	0	D
Stock Option (Right to Buy)	$9.81	10/31/2012		D			8,862	⁽⁷⁾	02/24/2018	Common Stock	8,862	$9.69	0	D
Stock Option (Right to Buy)	$9.81	10/31/2012		D			4,029	⁽⁷⁾	02/24/2018	Common Stock	4,029	$9.69	0	D
Performance Restricted Stock Units	⁽⁸⁾	10/31/2012		A		12,800		⁽⁹⁾	⁽⁹⁾	Common Stock	12,800	$0	12,800	D
Performance Restricted Stock Units	⁽⁸⁾	10/31/2012		D			12,800	⁽⁹⁾	⁽⁹⁾	Common Stock	12,800	$19.5	0	D
Restricted Stock Units	⁽⁸⁾	10/31/2012		D			1,755	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	1,755	$19.5	0	D
Restricted Stock Units	⁽⁸⁾	10/31/2012		D			5,157	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	5,157	$19.5	0	D
Restricted Stock Units	⁽⁸⁾	10/31/2012		D			12,800	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	12,800	$19.5	0	D
Restricted Stock Units	⁽⁸⁾	10/31/2012		D			25,600	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	25,600	$19.5	0	D

Explanation of Responses:

1. The shares were retained by the company in payment of the exercise price and/or withholding taxes incurred in connection with the exercise of options.

2. Pursuant to a Tender and Support Agreement dated September 17, 2012 by and among each director and officer of IRIS International, Inc., IRIS International, Inc., Danaher Corporation and Daphne Acquisition Corporation, the reporting person sold these shares of Common Stock to Daphne Acquisition Corporation in exchange for consideration of $19.50 per share.

3. Vested 25% on March 4, 2009, and thereafter 6.25% vested in 12 equal quarterly installments with the first such installment vesting on June 30, 2009.

4. Vested 25% on February 20, 2010, and thereafter 6.25% will vest / vested in 12 equal quarterly installments with the first such installment vesting on June 30, 2010.

5. Vested 25% on February 23, 2011, and thereafter 6.25% will vest / vested in 12 equal quarterly installments with the first such installment vesting on June 30, 2011.

6. Vested 25% on February 24, 2012, and thereafter 6.25% will vest / vested in 12 equal quarterly installments with the first such installment vesting on June 30, 2012.

7. Pursuant to the Agreement and Plan of Merger dated September 17, 2012 by and among Danaher Corporation, Daphne Acquisition Corporation and IRIS International, Inc. (the "Merger Agreement"), this option vested in full and was cancelled in the merger in exchange for a cash amount equal to the number of shares underlying this option multiplied by the difference between the per share merger consideration of $19.50 and the per share exercise price of this option.

8. Each restricted stock unit represents a contingent right to receive one share of IRIS International, Inc. common stock.

9. Pursuant to the Merger Agreement, these performance restricted stock units, which were granted on February 27, 2012 and were subject to performance-based and time-based vesting, vested in full at the target level of performance and were cancelled in the merger in exchange for a cash amount equal to the number of shares underlying the performance restricted stock units multiplied by the per share merger consideration of $19.50.

10. Pursuant to the Merger Agreement, these restricted stock units vested in full and were cancelled in the merger in exchange for a cash amount equal to the number of shares underlying the restricted stock units multiplied by the per share merger consideration of $19.50.

	/s/ Todd M. Graham, Attorney-in-Fact	11/01/2012
	** Signature of Reporting Person	Date
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