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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) | $ 67.63 | 05/23/2016 | D | 5,500 | (2) | 09/23/2018 | Common Stock | 5,500 | (2) | 0 | D | ||||
Stock Option (Right to Buy) | $ 64.05 | 05/23/2016 | D | 5,782 | (2) | 08/29/2019 | Common Stock | 5,782 | (2) | 0 | D | ||||
Stock Option (Right to Buy) | $ 82.74 | 05/23/2016 | D | 4,600 | (2) | 08/14/2020 | Common Stock | 4,600 | (2) | 0 | D | ||||
Stock Option (Right to Buy) | $ 105.41 | 05/23/2016 | D | 4,500 | (2) | 08/06/2021 | Common Stock | 4,500 | (2) | 0 | D | ||||
Stock Option (Right to Buy) | $ 107.17 | 05/23/2016 | D | 5,000 | (2) | 08/05/2022 | Common Stock | 5,000 | (2) | 0 | D | ||||
Stock Option (Right to Buy) | $ 102.7 | 05/23/2016 | D | 6,300 | (2) | 08/04/2023 | Common Stock | 6,300 | (2) | 0 | D | ||||
Phantom Stock | (3) | 05/23/2016 | D | 3,094.7404 | (3) | (3) | Common Stock | 3,094.7404 | $ 143 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CLANCEY JOHN P C/O AIRGAS, INC. 259 N. RADNOR-CHESTER ROAD, STE. 100 RADNOR, PA 19087 |
X |
Robert H. Young, Jr., Attorney-in-Fact for John P. Clancey | 05/24/2016 | |
**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 an Agreement and Plan of Merger, dated as of November 17, 2015, among the Issuer, L'Air Liquide, S.A. and AL Acquisition Corporation, an indirect wholly owned subsidiary of Air Liquide ("Merger Agreement"), in exchange for the cash merger consideration of $143.00 per share of Airgas, Inc. common stock disposed of by the reporting person in connection with the merger. |
(2) | Pursuant to the Merger Agreement, each stock option outstanding on the effective date of the merger, whether vested or unvested, was canceled in exchange for a cash payment equal to the product of (x) the excess of the cash per share merger consideration ($143.00) over the exercise price of the stock option and (y) the number of shares of common stock subject to the option on the effective day of the merger. |
(3) | Represents phantom stock acquired pursuant to Airgas, Inc.'s deferred compensation plan. Pursuant to the Merger Agreement, on the effective date of the merger, all notional investments denominated in Airgas, Inc. common stock in the deferred compensation plan were converted into notional investments in cash, based on the merger consideration of $143.00 per share, and the notional cash was deemed reinvested in other investment funds available under the plan. |