0001225738-15-000016.txt : 20150319 0001225738-15-000016.hdr.sgml : 20150319 20150319192551 ACCESSION NUMBER: 0001225738-15-000016 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150317 FILED AS OF DATE: 20150319 DATE AS OF CHANGE: 20150319 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CAREFUSION Corp CENTRAL INDEX KEY: 0001457543 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 264123274 FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 3750 TORREY VIEW COURT CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: 800-684-8880 MAIL ADDRESS: STREET 1: 3750 TORREY VIEW COURT CITY: SAN DIEGO STATE: CA ZIP: 92130 FORMER COMPANY: FORMER CONFORMED NAME: CareFusion Corp DATE OF NAME CHANGE: 20090303 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wygant Jonathan CENTRAL INDEX KEY: 0001584145 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34273 FILM NUMBER: 15714156 MAIL ADDRESS: STREET 1: 3750 TORREY VIEW COURT CITY: SAN DIEGO STATE: X1 ZIP: 92130 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2015-03-17 1 0001457543 CAREFUSION Corp CFN 0001584145 Wygant Jonathan C/O CAREFUSION CORPORATION 3750 TORREY VIEW COURT SAN DIEGO CA 92130 0 1 0 0 SVP, Chief Accounting Officer Common Stock 2015-03-17 4 D 0 5068 0 D 0 D Performance Stock Units 0 2015-03-17 4 A 0 3234 0 A Common Stock 3234 3234 D Performance Stock Units 0 2015-03-17 4 A 0 2563 0 A Common Stock 2563 2563 D Performance Stock Units 0 2015-03-17 4 D 0 3234 D Common Stock 3234 0 D Performance Stock Units 0 2015-03-17 4 D 0 2563 D Common Stock 2563 0 D Restricted Stock Units 0 2015-03-17 4 D 0 1120 D Common Stock 1120 0 D Restricted Stock Units 0 2015-03-17 4 D 0 1078 D Common Stock 1078 0 D Restricted Stock Units 0 2015-03-17 4 D 0 1437 D Common Stock 1437 0 D Options (right to buy) 22.59 2015-03-17 4 D 0 2097 D 2017-08-16 Common Stock 2097 0 D Options (right to buy) 25.56 2015-03-17 4 D 0 4114 D 2018-08-15 Common Stock 4114 0 D Options (right to buy) 26.79 2015-03-17 4 D 0 6182 D 2019-08-15 Common Stock 6182 0 D Options (right to buy) 36.17 2015-03-17 4 D 0 11989 D 2020-08-15 Common Stock 11989 0 D Options (right to buy) 43.97 2015-03-17 4 D 0 11372 D 2021-08-15 Common Stock 11372 0 D This Form 4 is being filed in connection with the March 12, 2015 closing of the merger of Griffin Sub, Inc. with and into CareFusion Corporation (the "Merger") pursuant to the Agreement and Plan of Merger, dated as of October 5, 2014 (the "Merger Agreement"), among CareFusion Corporation, Becton, Dickinson and Company ("BD"), and Griffin Sub, Inc. Upon the closing of the Merger, each outstanding share of CareFusion Corporation common stock was converted into the right to receive $49.00 per share (without interest) and 0.0777 share of BD (the "Merger Consideration"). On the day prior to the closing date of the Merger, each 0.0777 share of BD received in the Merger had a value of $11.06, based on the closing price of BD common stock on the NYSE on such date. Disposed of pursuant to the Merger Agreement. Each performance stock unit ("PSU") and each restricted stock unit ("RSU") represents a contingent right to receive one share of CareFusion Corporation common stock upon vesting. These PSUs were granted on August 15, 2013. In accordance with the Merger Agreement, the Human Resources and Compensation Committee of CareFusion Corporation's Board of Directors (the "Compensation Committee") certified the extent to which the performance conditions for the PSUs had been satisfied and established the number of shares earned with respect thereto. The PSUs, which are subject to vesting on August 15, 2016 (or an earlier qualifying termination of employment), were assumed by BD and converted in accordance with the exchange ratio set forth in the Merger Agreement into RSUs with respect to 1,363 shares of BD common stock. As the PSUs did not constitute derivative securities, they were not required to be reported and were not reported on Form 4 at the time of the grant. Granted without payment by grantee. These PSUs were granted on August 15, 2014. In accordance with the Merger Agreement, the Compensation Committee certified the extent to which the performance conditions for the PSUs had been satisfied and established the number of shares earned with respect thereto. These PSUs were cancelled in connection with the Merger and converted into, with respect to each share of CareFusion Corporation common stock underlying such PSUs, the right to receive the Merger Consideration less applicable tax withholding. As the PSUs did not constitute derivative securities, they were not required to be reported and were not reported on Form 4 at the time of the grant. These RSUs, which are subject to vesting on August 15, 2015 (or an earlier qualifying termination of employment), were assumed by BD and converted in accordance with the exchange ratio set forth in the Merger Agreement into RSUs with respect to 472 shares of BD common stock. These RSUs, which are subject to vesting as to 50% of the shares subject thereto on August 15, 2015 and August 15, 2016 (or, in each case, on an earlier qualifying termination of employment), were assumed by BD and converted in accordance with the exchange ratio set forth in the Merger Agreement into RSUs with respect to 454 shares of BD common stock. These RSUs, which are subject to vesting as to 33.33% of the shares subject thereto on August 15, 2015, August 15, 2016, and August 15, 2017 (or, in each case, on an earlier qualifying termination of employment), were assumed by BD and converted in accordance with the exchange ratio set forth in the Merger Agreement into RSUs with respect to 606 shares of BD common stock. These stock options, which are 100% vested and immediately exercisable, were assumed by BD and converted in accordance with the exchange ratio set forth in the Merger Agreement into options with respect to 883 shares of BD common stock with an exercise price of $53.61. These stock options, which are 100% vested and immediately exercisable, were assumed by BD and converted in accordance with the exchange ratio set forth in the Merger Agreement into options with respect to 1,733 shares of BD common stock with an exercise price of $60.66. These stock options, which are vested and immediately exercisable with respect to 4,121 shares and which are subject to vesting as to 2,061 shares on August 15, 2015 (or an earlier qualifying termination of employment), were assumed by BD and converted in accordance with the exchange ratio set forth in the Merger Agreement into options with respect to 2,605 shares of BD common stock with an exercise price of $63.58. These stock options, which are vested and immediately exercisable with respect to 3,996 shares and which are subject to vesting as to 3,996 shares on August 15, 2015 and 3,997 shares on August 15, 2016 (or, in each case, on an earlier qualifying termination of employment), were assumed by BD and converted in accordance with the exchange ratio set forth in the Merger Agreement into options with respect to 5,052 shares of BD common stock with an exercise price of $85.84. These stock options, which are subject to vesting as to 3,790 shares on August 15, 2015, 3,791 shares on August 15, 2016, and 3,791 shares on August 15, 2017 (or, in each case, on an earlier qualifying termination of employment), were assumed by BD and converted in accordance with the exchange ratio set forth in the Merger Agreement into options with respect to 4,792 shares of BD common stock with an exercise price of $104.35. Nathaniel Sisitsky, Attorney-in-Fact 2015-03-19