0001209191-13-011027.txt : 20130222 0001209191-13-011027.hdr.sgml : 20130222 20130222172333 ACCESSION NUMBER: 0001209191-13-011027 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130220 FILED AS OF DATE: 20130222 DATE AS OF CHANGE: 20130222 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BROWN KEVIN J CENTRAL INDEX KEY: 0001223303 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13651 FILM NUMBER: 13635233 MAIL ADDRESS: STREET 1: C/O ROBBINS & MYERS INC STREET 2: 51 PLUM STREET, SUITE 260 CITY: DAYTON STATE: OH ZIP: 45440 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ROBBINS & MYERS, INC. CENTRAL INDEX KEY: 0000084290 STANDARD INDUSTRIAL CLASSIFICATION: PUMPS & PUMPING EQUIPMENT [3561] IRS NUMBER: 310424220 STATE OF INCORPORATION: OH FISCAL YEAR END: 0831 BUSINESS ADDRESS: STREET 1: 10586 HIGHWAY 75 NORTH CITY: WILLIS STATE: TX ZIP: 77378 BUSINESS PHONE: 936-890-1064 MAIL ADDRESS: STREET 1: 10586 HIGHWAY 75 NORTH CITY: WILLIS STATE: TX ZIP: 77378 FORMER COMPANY: FORMER CONFORMED NAME: ROBBINS & MYERS INC DATE OF NAME CHANGE: 19920703 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2013-02-20 1 0000084290 ROBBINS & MYERS, INC. RBN 0001223303 BROWN KEVIN J C/O ROBBINS & MYERS, INC. 10586 HIGHWAY 75 NORTH WILLIS TX 77378 0 1 0 0 Controller / Interim CFO Common Shares 2013-02-20 4 A 0 23 A 77212 D Common Shares 2013-02-20 4 D 0 77212 60.00 D 0 D Common Shares 2013-02-20 4 D 0 5929 60.00 D 0 D Performance Shares 2013-02-20 4 A 0 413 A Common Shares 413 413 D Performance Shares 2013-02-20 4 D 0 413 60.00 D Common Shares 413 0 D Option (Right to Buy) 26.68 2013-02-20 4 D 0 941 33.32 D 2020-10-05 Common Shares 941 0 D Option (Right to Buy) 36.51 2013-02-20 4 D 0 1200 23.49 D 2021-10-05 Common Shares 1200 0 D Option (Right to Buy) 50.07 2013-02-20 4 D 0 4724 9.93 D 2015-01-05 2022-01-05 Common Shares 4724 0 D These shares were issued as dividend equivalents with respect to performance shares earned under the Company's Long-Term Incentive Plan, a sub-plan under the Company's 2004 Stock Incentive Plan, and were canceled in the merger of Raven Process Corp., a wholly-owned subsidiary of National Oilwell Varco, Inc., with and into the Company in exchange for a cash payment representing the number of common shares subject to the award multiplied by the merger price of the common shares of the Company ($60.00 per share). The number of shares reported includes 347 performance shares that were earned for achieving performance levels for the fiscal year ended August 31, 2012, which were previously reported on Table I of a prior Form 4 as owned common shares based on staff interpretations. Disposed of pursuant to the Agreement and Plan of Merger dated as of August 8, 2012, by and among the Company, Raven Process Corp. and National Oilwell Varco, Inc. (the "Merger Agreement"), in exchange for a cash payment representing the number of shares held by the reporting person multiplied by the merger price of the common shares of the Company ($60.00 per share). These common shares were held by the Robbins & Myers, Inc. Employee Savings Plan Trust and were disposed of pursuant to the Merger Agreement in exchange for a cash payment representing the number of shares held multiplied by the merger price of the common shares of the Company ($60.00 per share). Pursuant to the Merger Agreement, these performance shares, the award of which provided for annual vesting based on achieving performance levels for the fiscal years ending August 31, 2012, August 31, 2013 and August 31, 2014, vested based on target performance levels and were canceled in the merger in exchange for a cash payment representing the number of common shares subject to the award multiplied by the merger price of the common shares of the Company ($60.00 per share). The number of performance shares reported does not include the performance shares that were earned for achieving the performance levels for the fiscal year ended August 31, 2012, which were previously reported on Table I of a prior Form 4 as owned common shares based on staff interpretations. This option, which provided for vesting in three equal annual installments commencing one year after the date of grant, was canceled in the merger in exchange for a cash payment representing the difference between the exercise price of the option and the merger price of the common shares of the Company ($60.00 per share). This option, which provided for vesting in three equal annual installments commencing one year after the date of grant, was canceled in the merger in exchange for a cash payment representing the difference between the exercise price of the option and the merger price of the common shares of the Company ($60.00 per share). This option, which provided for vesting on 01/05/2015, was canceled in the merger in exchange for a cash payment representing the difference between the exercise price of the option and the merger price of the common shares of the Company ($60.00 per share). KEVIN J. BROWN by /s/ Linn S. Harson, attorney-in-fact pursuant to previously filed Power of Attorney 2013-02-22