0001127602-15-026150.txt : 20150831 0001127602-15-026150.hdr.sgml : 20150831 20150831132307 ACCESSION NUMBER: 0001127602-15-026150 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150831 FILED AS OF DATE: 20150831 DATE AS OF CHANGE: 20150831 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PALL CORP CENTRAL INDEX KEY: 0000075829 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 111541330 STATE OF INCORPORATION: NY FISCAL YEAR END: 0731 BUSINESS ADDRESS: STREET 1: 25 HARBOR PARK DRIVE CITY: PORT WASHINGTON STATE: NY ZIP: 11050 BUSINESS PHONE: 5164845400 MAIL ADDRESS: STREET 1: 25 HARBOR PARK DRIVE CITY: PORT WASHINGTON STATE: NY ZIP: 11050 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Egholm Michael CENTRAL INDEX KEY: 0001559779 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04311 FILM NUMBER: 151084272 MAIL ADDRESS: STREET 1: C/O PALL CORPORATION STREET 2: 25 HARBOR PARK DRIVE CITY: PORT WASHINGTON STATE: NY ZIP: 11050 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2015-08-31 1 0000075829 PALL CORP PLL 0001559779 Egholm Michael C/O PALL CORPORATION, 25 HARBOR PARK DRIVE PORT WASHINGTON NY 11050 1 President, BioPharmaceuticals Common Stock 2015-08-31 4 D 0 9200.997 127.20 D 0 D Common Stock 2015-08-31 4 D 0 12822.12 D 0 D Common Stock 2015-08-31 4 D 0 19399.424 127.20 D 0 D Employee Stock Option (Right to Buy) 55.67 2015-08-31 4 D 0 653 D 2018-07-13 Common Stock 653 0 D Employee Stock Option (Right to Buy) 59.75 2015-08-31 4 D 0 2408 D 2019-01-18 Common Stock 2408 0 D Employee Stock Option (Right to Buy) 64.80 2015-08-31 4 D 0 8148 D 2020-01-16 Common Stock 8148 0 D Employee Stock Option (Right to Buy) 82.47 2015-08-31 4 D 0 9969 D 2020-12-11 Common Stock 9969 0 D Employee Stock Option (Right to Buy) 94.53 2015-08-31 4 D 0 11268 D 2021-12-10 Common Stock 11268 0 D At the closing of the merger between the Issuer and Danaher Corporation, these shares were converted into the right to receive a cash payment equal to the per share merger consideration of $127.20. These restricted stock units (RSUs) were converted, pursuant to the merger agreement between the Issuer and Danaher Corporation into RSUs of Danaher common stock in an amount determined by multiplying the number of unvested restricted shares of Issuer immediately prior to the effective time of the merger by the Restricted Stock Exchange Ratio determined by dividing the Merger Consideration by the Parent Stock Price. At the closing of the merger between the Issuer and Danaher Corporation, these restricted stock units were converted into the right to receive a cash payment equal to the per share merger consideration of $127.20. This option grant, which vested ratably over four years commencing on July 13, 2012, was canceled pursuant to a merger between the Issuer and Danaher Corporation in exchange for a cash payment of $46,709.09 64 (less any required withholding taxes), representing the difference between the exercise price of the option and the per share merger consideration of $127.20. This option grant which vested in four equal annual installments commencing on January 18, 2013, was canceled pursuant to a merger between the Issuer and Danaher Corporation in exchange for a cash payment of $162,419.60 64 (less any required withholding taxes), representing the amount equal to the number of shares of Pall Corporation common stock underlying the option multiplied by the difference between the per share exercise price and the per share merger consideration of $127.20. This option grant, which provides for vesting in four equal installments commencing on January 16, 2014, was canceled pursuant to a merger between Issuer and Danaher Corporation in exchange for a cash payment of $508,435.20 64 (less any required withholding taxes), representing the amount equal to the number of shares of Pall Corp. common stock underlying the option multiplied by the difference between the per share exercise price and the per share merger consideration of $127.20. This option grant, which provides for vesting in three equal installments commencing on December 11, 2014, was canceled pursuant to a merger between Issuer and Danaher Corporation in exchange for a cash payment of $445,913.37 (less any required withholding taxes), representing the amount equal to the number of shares of Pall Corp. common stock underlying the option multiplied by the difference between the per share exercise price and the per share merger consideration of $127.20. This option grant, which vests equally annually over three years commencing on December 10, 2015, was canceled pursuant to a merger between Issuer and Danaher Corporation in exchange for a cash payment of $ $368,125.56 64 (less any required withholding taxes), representing the amount equal to the number of shares of Pall Corporation common stock underlying the option multiplied by the difference between the per share exercise price and the per share merger consideration of $127.20. /s/ Adam Mandelbaum as Attorney-in-Fact for Michael Egholm 2015-08-31