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