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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Buy Stock Option (Right to Buy) | $ 24.78 | 06/05/2008 | D | 10,800 | 06/05/2008(4) | 02/04/2014 | Common Stock, $.01 par value | 10,800 | (5) | 0 | D | ||||
Buy Stock Option (Right to Buy) | $ 30.66 | 06/05/2008 | D | 10,500 | 06/05/2008(4) | 02/02/2015 | Common Stock, $.01 par value | 10,500 | (6) | 0 | D | ||||
Buy Stock Option (Right to Buy) | $ 26.08 | 06/05/2008 | D | 10,500 | 06/05/2008(4) | 02/01/2016 | Common Stock, $.01 par value | 10,500 | (7) | 0 | D | ||||
Buy Stock Option (Right to Buy) | $ 37.25 | 06/05/2008 | D | 10,500 | 06/05/2008(4) | 02/05/2017 | Common Stock, $.01 par value | 10,500 | (8) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MARSHALL RUTH ANN C/O TRANE INC. ONE CENTENNIAL AVENUE PISCATAWAY, NJ 08855 |
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/s/ Ruth Ann Marshall(By M. Cresitello by Power of Attorney) | 06/09/2008 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Disposed of pursuant to the merger agreement between issuer and Indian Merger Sub, Inc. (a wholly owned subsidiary of Ingersoll-Rand Company Limited) in exchange for Ingersoll Rand Class A common shares at an exchange ratio of 0.23 per share plus $36.50 per share in cash. |
(2) | Represents shares held under the Company's Deferred Compensation Plan. |
(3) | Represents shares of stock awarded pursuant to Director's Compensation Plan and held in a rabbi trust as to which Director exercises voting rights but not right to dispose until directorship terminates. |
(4) | Pursuant to the terms of the merger agreement, all options, whether or not exercisable or vested at the Effective Time of the merger, became, as of the effective time of the merger, fully vested and exercisable. |
(5) | In the merger, this option was converted into 10,368 options to acquire Class A common shares of Ingersoll Rand with an exercise price per option equal to $21.22. |
(6) | In the merger, this option was converted into 10,080 options to acquire Class A common shares of Ingersoll Rand with an exercise price per option equal to $27.35. |
(7) | In the merger, this option was converted into 10,080 options to acquire Class A common shares of Ingersoll Rand with an exercise price per option equal to $22.57. |
(8) | In the merger, this option was converted into 10,080 options to acquire Class A common shares of Ingersoll Rand with an exercise price per option equal to $34.21. |