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