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