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*
THERMADYNE TECHNOLOGIES, INC.

(Last) (First) (Middle)
C/O IPC MANAGER III, L.P.
277 PARK AVENUE, 39TH FLOOR

(Street)
NEW YORK NY 10172

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
THERMADYNE HOLDINGS CORP /DE [ THMD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks below
3. Date of Earliest Transaction (Month/Day/Year)
12/03/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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, par value $0.01 per share 12/03/2010 J(1)(2) 1,000(1)(2) A $15 1,000(1)(2) 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
1. Name and Address of Reporting Person*
THERMADYNE TECHNOLOGIES, INC.

(Last) (First) (Middle)
C/O IPC MANAGER III, L.P.
277 PARK AVENUE, 39TH FLOOR

(Street)
NEW YORK NY 10172

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks below
1. Name and Address of Reporting Person*
IPC/Razor LLC

(Last) (First) (Middle)
C/O IPC MANAGER III, L.P.
277 PARK AVENUE, 39TH FLOOR

(Street)
NEW YORK NY 10172

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks below
1. Name and Address of Reporting Person*
Iriving Place Capital Partners III, L.P.

(Last) (First) (Middle)
C/O IPC MANAGER III, L.P.
277 PARK AVENUE, 39TH FLOOR

(Street)
NEW YORK NY 10172

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks below
1. Name and Address of Reporting Person*
IPC Advisors III, L.P.

(Last) (First) (Middle)
C/O IPC MANAGER III, L.P.
277 PARK AVENUE, 39TH FLOOR

(Street)
NEW YORK NY 10172

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks Section
1. Name and Address of Reporting Person*
JDH Management, LLC

(Last) (First) (Middle)
C/O IPC MANAGER III, L.P.
277 PARK AVENUE, 39TH FLOOR

(Street)
NEW YORK NY 10172

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks below
1. Name and Address of Reporting Person*
HOWARD JOHN

(Last) (First) (Middle)
C/O IPC MANAGER III, L.P.
277 PARK AVENUE, 39TH FLOOR

(Street)
NEW YORK NY 10172

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks below
Explanation of Responses:
1. On December 3, 2010, Razor Merger Sub Inc. ("Merger Subsidiary"), a wholly-owned subsidiary of Thermadyne Technologies, Inc. (formerly known as Razor Holdco Inc.) ("Holdco"), merged (the "Merger") with and into Thermadyne Holdings Corporation (the "Company"), pursuant to which each share of common stock of the Company ("Company Common Stock"), issued and outstanding at the effective time of the Merger (the "Effective Time") (other than (i) shares owned by the Company or Holdco or any of its subsidiaries (including Merger Subsidiary) and (ii) shares for which a demand for appraisal rights under Delaware law have been perfected and not withdrawn) and each restricted share of Company Common Stock outstanding at the Effective Time was converted into the right to receive $15.00 in cash, without interest, and each share of Common Common Stock held by the Company or Holdco or any of its subsidiaries (including Merger Subsidiary) was cancelled.
2. (Continuation of Footnote 1) Also, pursuant to the Merger, each issued and outstanding share of common stock of Merger Subsidiary was converted into one share of common stock of the surviving corporation. As a result of the Merger, the Company is now a wholly owned subsidiary of Holdco, and, with no public market for the Company's stock, price quotations with respect to sales of the Company's stock in the public market are no longer available, registration of the Company's Common Stock under the federal securities laws will be terminated and the Company is no longer required to file periodic reports with the United State Securities and Exchange Commission.
Remarks:
/s/ Douglas Korn, President 12/03/2010
** 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).
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