0001127602-15-026193.txt : 20150831
0001127602-15-026193.hdr.sgml : 20150831
20150831153926
ACCESSION NUMBER: 0001127602-15-026193
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20150828
FILED AS OF DATE: 20150831
DATE AS OF CHANGE: 20150831
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: PALL CORP
CENTRAL INDEX KEY: 0000075829
STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569]
IRS NUMBER: 111541330
STATE OF INCORPORATION: NY
FISCAL YEAR END: 0731
BUSINESS ADDRESS:
STREET 1: 25 HARBOR PARK DRIVE
CITY: PORT WASHINGTON
STATE: NY
ZIP: 11050
BUSINESS PHONE: 5164845400
MAIL ADDRESS:
STREET 1: 25 HARBOR PARK DRIVE
CITY: PORT WASHINGTON
STATE: NY
ZIP: 11050
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Kingsley Lawrence D
CENTRAL INDEX KEY: 0001301427
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-04311
FILM NUMBER: 151084818
MAIL ADDRESS:
STREET 1: C/O IDEX CORPORATION
STREET 2: 630 DUNDEE ROAD
CITY: NORTHBROOK
STATE: IL
ZIP: 60062
4
1
form4.xml
PRIMARY DOCUMENT
X0306
4
2015-08-28
1
0000075829
PALL CORP
PLL
0001301427
Kingsley Lawrence D
C/O PALL CORPORATION,
25 HARBOR PARK DRIVE
PORT WASHINGTON
NY
11050
1
1
Chairman, President and CEO
Common Stock
2015-08-31
4
D
0
189363.809
127.20
D
0
D
Common Stock
2015-08-31
4
D
0
111764.472
D
0
D
Common Stock
2015-08-31
4
D
0
86735.09
127.20
D
0
D
Employee Stock Option (Right to Buy)
41.00
2015-08-28
4
D
0
169800
D
2018-10-03
Common Stock
169800
0
D
Employee Stock Option (Right to Buy)
41.00
2015-08-28
4
D
0
307000
D
2018-10-03
Common Stock
307000
0
D
Employee Stock Option (Right to Buy)
59.75
2015-08-31
4
D
0
133136
D
2019-01-18
Common Stock
133136
0
D
Employee Stock Option (Right to Buy)
64.80
2015-08-31
4
D
0
129006
D
2020-01-16
Common Stock
129006
0
D
Employee Stock Option (Right to Buy)
82.47
2015-08-31
4
D
0
89713
D
2020-12-11
Common Stock
89713
0
D
Employee Stock Option (Right to Buy)
94.53
2015-08-31
4
D
0
84508
D
2021-12-10
Common Stock
84508
0
D
Pursuant to the Agreement and Plan of Merger, dated May 12, 2015 (the "Merger Agreement"), among Pall Corporation ("Pall"), Danaher Corporation ("Danaher") and Pentagon Merger Sub, Inc., an indirect wholly owned subsidiary of Danaher ("Merger Sub"),as of the effective time of the merger of Pall and Merger Sub, these restricted stock units ("RSUs") were converted into the right to receive a cash payment equal to the per share merger consideration of $127.20.
These RSUs were converted, pursuant to the Merger Agreement, into RSUs of Danaher common stock in an amount determined by multiplying the number of unvested RSUs of Pall immediately prior to the effective time of the merger by the Equity Award Exchange Ratio of [?], calculated by dividing the per share merger consideration of $127.20 by the average of the closing prices of the shares of Danaher common stock on the New York Stock Exchange for the ten (10) trading days immediately preceding the closing date.
Pursuant to the Merger Agreement, at the effective time of the merger, these shares were converted into the right to receive a cash payment equal to the per share merger consideration of $127.20.
This option grant, which provides for vesting in four equal installments commencing on October 3, 2011, was canceled pursuant to the Merger Agreement in exchange for a cash payment of $14,636,760.00 (less any required withholding taxes), which represents the amount equal to the number of shares of Pall common stock underlying the option multiplied by the difference between the per share exercise price and the per share merger consideration of $127.20.
This option grant, which provides for vesting in four equal installments commencing on October 3, 2012, was canceled pursuant to the Merger Agreement in exchange for a cash payment of $26,463,400.00 (less any required withholding taxes), which represents the amount equal to the number of shares of Pall common stock underlying the option multiplied by the difference between the per share exercise price and the per share merger consideration of $127.20.
This option grant, which provides for vesting in four equal installments commencing on January 18, 2013, was canceled pursuant to the Merger Agreement in exchange for a cash payment of $8,980,023.20 (less any required withholding taxes), which represents the amount equal to the number of shares of Pall common stock underlying the option multiplied by the difference between the per share exercise price and the per share merger consideration of $127.20.
This option grant, which provides for vesting in four equal installments commencing on January 16, 2014, was canceled pursuant to the Merger Agreement in exchange for a cash payment of $8,049,974.40 (less any required withholding taxes), which represents the amount equal to the number of shares of Pall common stock underlying the option multiplied by the difference between the per share exercise price and the per share merger consideration of $127.20.
This option grant, which provides for vesting in four equal installments commencing on January 16, 2014, was canceled pursuant to the Merger Agreement in exchange for a cash payment of $4,012,862.49 (less any required withholding taxes), which represents the amount equal to the number of shares of Pall common stock underlying the option multiplied by the difference between the per share exercise price and the per share merger consideration of $127.20.
This option grant, which provides for vesting in three equal installments commencing on
December 10, 2015, was canceled pursuant to the Merger Agreement in exchange for a cash payment of $2,760,876.36 (less any required withholding taxes), which represents the amount equal to the number of shares of Pall common stock underlying the option multiplied by the difference between the per share exercise price and the per share merger consideration of $127.20.
/s/ Adam Mandelbaum, Attorney-in-fact for Lawrence D. Kingsley
2015-08-31