SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SPELLAR PETER C

(Last)

(First)

(Middle)

YORK INTERNATIONAL CORP.

631 SO. RICHLAND AVE

(Street)

YORK

17403

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
YORK INTERNATIONAL CORP /DE/ [ YRK ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2005

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/09/2005		D		500	D	⁽¹⁾	0	I	By Wife
Common Stock	12/09/2005		D		13,000	D	⁽¹⁾	0	I	By Wife's Trust
Common Stock	12/09/2005		D		15,000	D	⁽¹⁾	0	I	By Trust
Common Stock	12/09/2005		D		57,993	D	⁽¹⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$46.75	12/09/2005		D			12,000	⁽²⁾	03/12/2006	Common Stock	12,000	⁽⁴⁾	0	D
Stock Option	$45.375	12/09/2005		D			10,000	⁽²⁾	03/12/2007	Common Stock	10,000	⁽⁴⁾	0	D
Stock Option	$43.6875	12/09/2005		D			8,000	⁽²⁾	03/03/2008	Common Stock	8,000	⁽⁴⁾	0	D
Performance Accelerated Stock Option	$34.625	12/09/2005		D			33,000	⁽³⁾	03/16/2009	Common Stock	33,000	⁽⁴⁾	0	D
Performance Accelerated Stock Option	$22.9375	12/09/2005		D			20,000	⁽³⁾	11/08/2009	Common Stock	20,000	⁽⁴⁾	0	D
Stock Option	$28.25	12/09/2005		D			25,000	⁽²⁾	03/22/2011	Common Stock	25,000	⁽⁴⁾	0	D
Stock Option	$35.22	12/09/2005		D			25,000	⁽²⁾	03/27/2012	Common Stock	25,000	⁽⁴⁾	0	D
Stock Option	$20.89	12/09/2005		D			30,000	⁽²⁾	03/26/2013	Common Stock	30,000	⁽⁴⁾	0	D
Stock Option	$20.89	12/09/2005		D			7,000	⁽²⁾	03/25/2014	Common Stock	7,000	⁽⁴⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to the merger of YJC Acquisition Corp. with and into issuer (the "Merger") pursuant to an Agreement and Plan of Merger, dated August 24, 2005, by and among issuer, Johnson Controls, Inc. and YJC Acquisition Corp. At the effective time of the Merger, each outstanding share of issuer's common stock was converted in the right to receive $56.50 in cash.

2. They become exercisable in one-third tranches each of three anniversary dates following grant

3. The reporting person was granted an option to purchase shares of common stock. The option vests in two installments based on the Company's stock reaching certain price levels or after seven years.

4. This option (whether or not then exercisable or vested) was cancelled at the effective time of the Merger and was converted into the right to receive, for each share of stock then subject to the option, cash in an amount equal to the amount, if any, by which $56.50 exceeded the exercise price per share under the option.

Remarks:

	Arlene D. Gumm, Attorney-in-Fact for Peter C. Spellar	12/13/2005
	** 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 4 (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).
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