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*
FOLDEN RODNEY

(Last) (First) (Middle)
6140 STONERIDGE MALL DRIVE
SUITE 590

(Street)
PLEASANTON CA 94588

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
COOPER COMPANIES INC [ COO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP & Corporate Controller
3. Date of Earliest Transaction (Month/Day/Year)
03/12/2012
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)
Code V Amount (A) or (D) Price
Common Stock 03/12/2012 M 6,000 A $41.44 11,084 D
Common Stock 03/12/2012 M 10,000 A $42.65 21,084 D
Common Stock 03/12/2012 M 5,000 A $36.54 26,084 D
Common Stock 03/12/2012 S 14,000 D $80.55(4) 12,084 D
Common Stock 03/12/2012 S 7,000 D $79.6(5) 5,084 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Incentive Stock Option (Right to Buy) $41.44 03/12/2012 M 6,000 (1) 10/26/2013 Common Stock 6,000 $0 0 D
Stock Options (Right to Buy) $42.65 03/12/2012 M 10,000 (2) 10/24/2017 Common Stock 10,000 $0 0 D
Stock Options (Right to Buy) $36.54 03/12/2012 M 5,000 (3) 12/08/2019 Common Stock 5,000 $0 5,000 D
Explanation of Responses:
1. Grant Date 10/27/03 Date Exer.: The option vests if the Company's stock price achieves certain targets within specified timeframes as follows: one-fourth shall vest if Fair Market Value of the Company's stock achieves $46.41, but not earlier than 5/1/04; one-fourth shall vest if Fair Market Value of the Company's stock achieves $49.73, but not earlier than 5/1/05; one-fourth shall vest if the Fair Market Value of the Company's stock achieves $53.87 but not earlier than 5/1/06; and one-fourth shall vest if the Fair Market Value of the Company's stock achieves $58.02 but not earlier than 5/1/07. All options not other wise vesting pursuant to the above timetable shall become exercisable on October 26, 2008.
2. Grant Date 10/25/07 NQ Date Exer.: One-fourth shall vest on the earlier of (a) 10/25/08 or (b) when the average closing price reaches $47.77; one-fourth shall vest on the earlier of (a) 10/25/09 or (b) when the average closing price reaches $51.18; one-fourth shall vest on the earlier of (a) 10/25/10 or (b) when the average closing price reaches $55.45; and one-fourth shall vest on the earlier of (a) 10/25/11 or (b) when the average closing price reaches $59.71. Average Closing Price is defined as the average of the closing prices of a share of common stock of the Company on the New York Stock Exchange (composite quotations, rounded to the nearest whole cent) for the days on which the common stock is so traded, during any 30 consecutive calendar day period commencing on the date the specified stock target is achieved.
3. 12/9/09 NQ Grant: The options will vest in equal increments over four years measured from the date of grant as follows: 1/4 shall vest on 12/9/10; 1/4 shall vest on 12/9/11; 1/4 shall vest on 12/9/12; and 1/4 shall vest on 12/9/13.
4. Sale price represents and average of the selling prices between $80.95 and $80.00.
5. Sale price represents and average of the selling prices between $79.80 and $79.61.
/s/ Rodney Folden 03/12/2012
** 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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