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^*

BROWN KEVIN J

(Last)

(First)

(Middle)

C/O ROBBINS & MYERS, INC.

10586 HIGHWAY 75 NORTH

(Street)

WILLIS

77378

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ROBBINS & MYERS, INC. [ RBN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Controller / Interim CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2013

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 Shares	02/20/2013		A		23	A	⁽¹⁾	77,212⁽²⁾	D
Common Shares	02/20/2013		D		77,212⁽²⁾	D	$60⁽³⁾	0	D
Common Shares	02/20/2013		D		5,929	D	$60⁽⁴⁾	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)
Performance Shares	⁽⁵⁾	02/20/2013		A		413		⁽⁵⁾	⁽⁵⁾	Common Shares	413	⁽⁵⁾	413	D
Performance Shares	⁽⁵⁾	02/20/2013		D			413	⁽⁵⁾	⁽⁵⁾	Common Shares	413	$60	0	D
Option (Right to Buy)	$26.68	02/20/2013		D			941	⁽⁶⁾	10/05/2020	Common Shares	941	$33.32	0	D
Option (Right to Buy)	$36.51	02/20/2013		D			1,200	⁽⁷⁾	10/05/2021	Common Shares	1,200	$23.49	0	D
Option (Right to Buy)	$50.07	02/20/2013		D			4,724	01/05/2015⁽⁸⁾	01/05/2022	Common Shares	4,724	$9.93	0	D

Explanation of Responses:

1. 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).

2. 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.

3. 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).

4. 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).

5. 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.

6. 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).

7. 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).

8. 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).

Remarks:

	KEVIN J. BROWN by /s/ Linn S. Harson, attorney-in-fact pursuant to previously filed Power of Attorney	02/22/2013
	** Signature of Reporting Person	Date
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