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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
THERMADYNE HOLDINGS CORP /DE [ THMD.OB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/31/2006 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Common stock-right to buy | $15.75 | 03/31/2006 | A | 10,000 | (1) | 03/31/2016 | common stock | 10,000 | $15.75 | 60,000 | D | ||||
common stock-right to buy | $15.75 | 03/31/2006 | A | 10,000 | (1) | 03/31/2016 | common stock | 10,000 | $15.75 | 25,500 | D | ||||
common stock-right to buy | $15.75 | 03/31/2006 | A | 5,000 | (1) | 03/31/2016 | common stock | 5,000 | $15.75 | 22,500 | D | ||||
common stock-right to buy | $15.75 | 03/31/2006 | A | 20,000 | (1) | 03/31/2016 | common stock | 20,000 | $15.75 | 45,000 | D | ||||
common stock-right to buy | $15.75 | 03/31/2006 | A | 2,500 | (1) | 03/31/2016 | common stock | 2,500 | $15.75 | 2,500 | D |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. 1/2 shall become vested and exercisable in three equal annual installments on each 3/31/07, 3/31/08, and 3/31/09, and the remaining 1/2 shall vest and become exercisable in three equal annual installments on each of the first three anniversaries of the date of grant if Holdings achieves its ROIC Targets in accordance with its annual budget for the immediately preceding fiscal year. If target is not met, such Options shall vest on any subsequent Installment Date if Holdings has cumulatively achieved on such date the ROIC Targets for the current year, plus ROIC Targets for the prior years for which such Targets were not achieved (after taking into account any portion of such Targets achieved in such prior years); provided, however, that if the Performance Options do not vest by the final Installment Date, then such Options shall vest on the seventh anniversary of the grant, provided Employee is still employed with the Company on such date. |
/s/Patricia S. Williams | 04/03/2006 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |