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^*

MELNUK PAUL D

(Last)

(First)

(Middle)

6 COUNTRYSIDE LANE

(Street)

ST. LOUIS

63131

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman of the Board

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)

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 Stock	12/03/2010		D		126,161⁽¹⁾	D	$15⁽²⁾	0⁽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)
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)
Employee Stock Option (right to buy)	$13.79	12/03/2010		D			25,000	⁽³⁾	⁽³⁾	Common Stock	25,000	$1.21⁽³⁾	0	D
Employee Stock Option (right to buy)	$10.95	12/03/2010		D			25,000	⁽³⁾	⁽³⁾	Common Stock	25,000	$4.05⁽³⁾	0	D
Employee Stock Option (right to buy)	$13.1	12/03/2010		D			175,000	⁽³⁾	⁽³⁾	Common Stock	175,000	$1.9⁽³⁾	0	D
Employee Stock Option (right to buy)	$14.88	12/03/2010		D			4,075	⁽³⁾	⁽³⁾	Common Stock	4,075	$0.12⁽³⁾	0	D
Employee Stock Option (right to buy)	$4.98	12/03/2010		D			6,900⁽⁴⁾	⁽³⁾	⁽³⁾	Common Stock	6,900⁽⁴⁾	$10.02⁽³⁾	0	D

Explanation of Responses:

1. This number does not include 10,000 restricted shares which were awarded to Mr. Melnuk on May 1, 2007. Such restricted shares were to be delivered if certain thresholds for Average ROIOC for the Target Period were met. None of the thresholds for the Average ROIOC were met during the Target Period, and so such restricted shares were not delivered. This number includes the correct number of restricted shares granted to Mr. Melnuk on March 23, 2009. Mr. Melnuk was granted 20,700 restricted shares on such date. This number also includes an additional 207 shares of common stock purchased through Thermadyne Holdings Corporation's Employee Stock Purchase Plan.

2. Pursuant to the Agreement and Plan of Merger, by and among Razor Holdco Inc., Razor Merger Sub Inc. and Thermadyne Holdings Corporation, dated as of October 5, 2010 (the "Merger Agreement"), at the effective time of the merger each share of common stock was cancelled and converted into the right to receive $15.00 in cash, and each restricted share of common stock vested and became free of any restrictions, and was cancelled and converted into the right to receive $15.00 per restricted share.

3. Pursuant to the Merger Agreement, each outstanding and unexercised option, whether vested or unvested, at the effective time of the merger was cancelled in exchange for the right to receive an amount in cash equal to the excess, if any, of $15.00 over the exercise price per share of such option. Such excess is set forth in Table II, column 8.

4. Corrected number of stock options granted on March 23, 2009.

	/s/ Bruce Crowe, Attorney-in-Fact for Paul D. Melnuk	12/07/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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