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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 | ||||||||
| Stock Option (Right to Buy) | $ 10.89 | 06/05/2008 | D | 27,567 | 06/05/2008(5) | 06/01/2010 | Common Stock, $.01 par value | 27,567 | (6) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 13.53 | 06/05/2008 | D | 7,394 | 06/05/2008(5) | 03/01/2011 | Common Stock, $.01 par value | 7,394 | (7) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 16.05 | 06/05/2008 | D | 115,500 | 06/05/2008(5) | 02/06/2013 | Common Stock, $.01 par value | 115,500 | (8) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 24.78 | 06/05/2008 | D | 2,132 | 06/05/2008(5) | 02/04/2014 | Common Stock, $.01 par value | 2,132 | (9) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 24.78 | 06/05/2008 | D | 93,868 | 06/05/2008(5) | 02/04/2014 | Common Stock, $.01 par value | 93,868 | (10) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 30.66 | 06/05/2008 | D | 75,000 | 06/05/2008(5) | 02/02/2015 | Common Stock, $.01 par value | 75,000 | (11) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 26.08 | 06/05/2008 | D | 75,000 | 06/05/2008(5) | 02/01/2016 | Common Stock, $.01 par value | 75,000 | (12) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 37.25 | 06/05/2008 | D | 75,000 | 06/05/2008(5) | 02/05/2017 | Common Stock, $.01 par value | 75,000 | (13) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| COSTELLO LAWRENCE B C/O TRANE INC. ONE CENTENNIAL AVENUE PISCATAWAY, NJ 08855 |
Sr. VP, Human Resources | |||
| /s/ Lawrence B. Costello (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 purchased pursuant to the Company's Employee Stock Purchase Plan. |
| (3) | Represents shares held under the Company's Deferred Compensation Plan. |
| (4) | Includes shares held in ESOP amd Savings Plan. |
| (5) | 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. |
| (6) | In the merger, this option was converted into 29,129 options to acquire Class A common shares of Ingersoll Rand with an exercise price per option equal to $10.31. |
| (7) | In the merger, this option was converted into 7,813 options to acquire Class A common shares of Ingersoll Rand with an exercise price per option equal to $12.81. |
| (8) | This option was canceled in the merger in exchange for a cash payment of $3,528,336.30, representing the difference between the exercise price and the deemed value of the merger consideration to be paid in the merger in accordance with the merger agreement ($46.60 per share). |
| (9) | This option was canceled in the merger in exchange for a cash payment of $46,516.76, representing the difference between the exercise price and the deemed value of the merger consideration to be paid in the merger in accordance with the merger agreement ($46.60 per share). |
| (10) | In the merger, this option was converted into 90,113 options to acquire Class A common shares of Ingersoll Rand with an exercise price per option equal to $21.22. |
| (11) | In the merger, this option was converted into 72,000 options to acquire Class A common shares of Ingersoll Rand with an exercise price per option equal to $27.35. |
| (12) | In the merger, this option was converted into 72,000 options to acquire Class A common shares of Ingersoll Rand with an exercise price per option equal to $22.57. |
| (13) | In the merger, this option was converted into 72,000 options to acquire Class A common shares of Ingersoll Rand with an exercise price per option equal to $34.21 |