Filing Details
- Accession Number:
- 0001181431-12-056189
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2012-11-01 20:45:30
- Reporting Period:
- 2012-10-31
- Filing Date:
- 2012-11-01
- Accepted Time:
- 2012-11-01 20:45:30
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 319240 | Iris International Inc | IRIS | Laboratory Analytical Instruments (3826) | 942579751 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1343621 | U John Yi | C/O Iris International, Inc. 9158 Eton Avenue Chatsworth CA 91311 | Corp Vp, Operations | No | Yes | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Disposition | 2012-10-31 | 34,502 | $19.50 | 0 | No | 4 | U | Indirect | By Yi Family Trust UAD 1/10/01 |
| Common Stock | Acquisiton | 2012-10-31 | 29,167 | $11.65 | 29,167 | No | 4 | M | Indirect | By Yi Family Trust UAD 1/10/01 |
| Common Stock | Acquisiton | 2012-10-31 | 31,416 | $9.99 | 60,583 | No | 4 | M | Indirect | By Yi Family Trust UAD 1/10/01 |
| Common Stock | Acquisiton | 2012-10-31 | 14,177 | $11.97 | 74,760 | No | 4 | M | Indirect | By Yi Family Trust UAD 1/10/01 |
| Common Stock | Acquisiton | 2012-10-31 | 2,529 | $9.81 | 77,289 | No | 4 | M | Indirect | By Yi Family Trust UAD 1/10/01 |
| Common Stock | Acquisiton | 2012-10-31 | 1,689 | $9.81 | 78,978 | No | 4 | M | Indirect | By Yi Family Trust UAD 1/10/01 |
| Common Stock | Disposition | 2012-10-31 | 54,728 | $19.50 | 24,250 | No | 4 | F | Indirect | By Yi Family Trust UAD 1/10/01 |
| Common Stock | Disposition | 2012-10-31 | 24,250 | $19.50 | 0 | No | 4 | S | Indirect | By Yi Family Trust UAD 1/10/01 |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | U | Indirect | By Yi Family Trust UAD 1/10/01 |
| No | 4 | M | Indirect | By Yi Family Trust UAD 1/10/01 |
| No | 4 | M | Indirect | By Yi Family Trust UAD 1/10/01 |
| No | 4 | M | Indirect | By Yi Family Trust UAD 1/10/01 |
| No | 4 | M | Indirect | By Yi Family Trust UAD 1/10/01 |
| No | 4 | M | Indirect | By Yi Family Trust UAD 1/10/01 |
| No | 4 | F | Indirect | By Yi Family Trust UAD 1/10/01 |
| No | 4 | S | Indirect | By Yi Family Trust UAD 1/10/01 |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock | Stock Option (Right to Buy) | Disposition | 2012-10-31 | 29,167 | $0.00 | 29,167 | $11.65 |
| Common Stock | Stock Option (Right to Buy) | Disposition | 2012-10-31 | 31,416 | $0.00 | 31,416 | $9.99 |
| Common Stock | Stock Option (Right to Buy) | Disposition | 2012-10-31 | 14,177 | $0.00 | 14,177 | $11.97 |
| Common Stock | Stock Option (Right to Buy) | Disposition | 2012-10-31 | 2,529 | $0.00 | 2,529 | $9.81 |
| Common Stock | Stock Option (Right to Buy) | Disposition | 2012-10-31 | 1,689 | $0.00 | 1,689 | $9.81 |
| Common Stock | Stock Option (Right to Buy) | Disposition | 2012-10-31 | 4,488 | $9.51 | 4,488 | $9.99 |
| Common Stock | Stock Option (Right to Buy) | Disposition | 2012-10-31 | 8,507 | $7.53 | 8,507 | $11.97 |
| Common Stock | Stock Option (Right to Buy) | Disposition | 2012-10-31 | 4,217 | $9.69 | 4,217 | $9.81 |
| Common Stock | Stock Option (Right to Buy) | Disposition | 2012-10-31 | 2,815 | $9.69 | 2,815 | $9.81 |
| Common Stock | Performance Restricted Stock Units | Acquisiton | 2012-10-31 | 6,400 | $0.00 | 6,400 | $0.00 |
| Common Stock | Performance Restricted Stock Units | Disposition | 2012-10-31 | 6,400 | $19.50 | 6,400 | $0.00 |
| Common Stock | Restricted Stock Units | Disposition | 2012-10-31 | 1,254 | $19.50 | 1,254 | $0.00 |
| Common Stock | Restricted Stock Units | Disposition | 2012-10-31 | 2,813 | $19.50 | 2,813 | $0.00 |
| Common Stock | Restricted Stock Units | Disposition | 2012-10-31 | 6,400 | $19.50 | 6,400 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 0 | 2013-03-04 | No | 4 | M | Direct | |
| 4,488 | 2016-02-20 | No | 4 | M | Direct | |
| 8,507 | 2017-02-23 | No | 4 | M | Direct | |
| 4,217 | 2018-02-24 | No | 4 | M | Direct | |
| 2,815 | 2018-02-24 | No | 4 | M | Direct | |
| 0 | 2016-02-20 | No | 4 | D | Direct | |
| 0 | 2017-02-23 | No | 4 | D | Direct | |
| 0 | 2018-02-24 | No | 4 | D | Direct | |
| 0 | 2018-02-24 | No | 4 | D | Direct | |
| 6,400 | No | 4 | A | Direct | ||
| 0 | No | 4 | D | Direct | ||
| 0 | No | 4 | D | Direct | ||
| 0 | No | 4 | D | Direct | ||
| 0 | No | 4 | D | Direct |
Footnotes
- The shares were retained by the company in payment of the exercise price and/or withholding taxes incurred in connection with the exercise of options.
- Pursuant to a Tender and Support Agreement dated September 17, 2012 by and among each director and officer of IRIS International, Inc., IRIS International, Inc., Danaher Corporation and Daphne Acquisition Corporation, the reporting person sold these shares of Common Stock to Daphne Acquisition Corporation in exchange for consideration of $19.50 per share.
- Vested 25% on March 4, 2009, and thereafter 6.25% vested in 12 equal quarterly installments with the first such installment vesting on June 30, 2009.
- Vested 25% on February 20, 2010, and thereafter 6.25% will vest / vested in 12 equal quarterly installments with the first such installment vesting on June 30, 2010.
- Vested 25% on February 23, 2011, and thereafter 6.25% will vest / vested in 12 equal quarterly installments with the first such installment vesting on June 30, 2011.
- Vested 25% on February 24, 2012, and thereafter 6.25% will vest / vested in 12 equal quarterly installments with the first such installment vesting on June 30, 2012.
- Pursuant to the Agreement and Plan of Merger dated September 17, 2012 by and among Danaher Corporation, Daphne Acquisition Corporation and IRIS International, Inc. (the "Merger Agreement"), this option vested in full and was cancelled in the merger in exchange for a cash amount equal to the number of shares underlying this option multiplied by the difference between the per share merger consideration of $19.50 and the per share exercise price of this option.
- Each restricted stock unit represents a contingent right to receive one share of IRIS International, Inc. common stock.
- Pursuant to the Merger Agreement, these performance restricted stock units, which were granted on February 27, 2012 and were subject to performance-based and time-based vesting, vested in full at the target level of performance and were cancelled in the merger in exchange for a cash amount equal to the number of shares underlying the performance restricted stock units multiplied by the per share merger consideration of $19.50.
- Pursuant to the Merger Agreement, these restricted stock units vested in full and were cancelled in the merger in exchange for a cash amount equal to the number of shares underlying the restricted stock units multiplied by the per share merger consideration of $19.50.
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