SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Narasimhan Naresh

(Last)

(First)

(Middle)

25 HARBOR PARK DRIVE

(Street)

PORT WASHINGTON

11050

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/10/2014

3. Issuer Name and Ticker or Trading Symbol
PALL CORP [ PLL ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, Pall Asia

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	01/16/2013⁽¹⁾	01/16/2020	Common Stock	670	$64.8	D
Employee Stock Option (Right to Buy)	12/11/2013⁽²⁾	12/11/2020	Common Stock	1,396	$82.47	D
Restricted Stock Units	07/13/2015	07/13/2015	Common Stock	472.604	⁽³⁾	D
Restricted Stock Units	01/18/2016	01/18/2016	Common Stock	448.312	⁽³⁾	D
Restricted Stock Units	12/11/2016	12/11/2016	Common Stock	284.705	⁽³⁾	D
Restricted Stock Units	01/16/2017	01/16/2017	Common Stock	400.723	⁽³⁾	D

Explanation of Responses:

1. Date shown is the date of grant. These options vest ratably over a period of four years commencing on the first anniversary of the grant date, provided the Reporting Person satisfies certain service conditions.

2. Date shown is the date of grant. These options vest ratably over a period of three years commencing on the first anniversary of the grant date.

3. The Units will vest and become convertible into shares of Common Stock of the Issuer on a one-for-one basis on the date shown in Column 2, provided the Reporting Person satisfies certain service conditions.

	/s/ Adam Mandelbaum, Attorney-in-fact for Naresh Narasimhan	12/12/2014
	** 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 5 (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.