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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 | ||||||||
Director Stock Option (right to buy) | $ 20.25 | 01/06/2005 | D | 50,000 | (4)(8) | 02/05/2009 | Common Stock | 50,000 | $ 52.26 (8) | 0 (4) (8) | D | ||||
Director Stock Option (right to buy) | $ 25.13 | 01/06/2005 | D | 15,000 | (5)(8) | 08/12/2012 | Common Stock | 15,000 | $ 47.38 (8) | 0 (5) (8) | D | ||||
Director Stock Option (right to buy) | $ 20.32 | 01/06/2005 | D | 10,000 | (6)(8) | 08/01/2013 | Common Stock | 10,000 | $ 52.19 (8) | 0 (6) (8) | D | ||||
Director Stock Option (right to buy) | $ 44.79 | 01/06/2005 | D | 10,000 | (7)(8) | 08/02/2014 | Common Stock | 10,000 | $ 27.72 (8) | 0 (7) (8) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FRUTH JOHN D 1855 GATEWAY BOULEVARD SUITE 700 CONCORD, CA 94520 |
X | X | Chairman of the Board |
John D. Fruth | 01/10/2005 | |
**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 that certain Agreement and Plan of Merger among The Cooper Companies, Inc. ("Cooper"), TCC Acquisition Corp. and issuer, as amended ("Merger Agreement"), in exchange for (i)1,357,650 shares of Cooper Common Stock, having a market value of $72.51 per share, and (ii)$77,000,000 cash, on the effective date of the merger. |
(2) | Disposed of pursuant to the Merger Agreement in exchange for (i)486,952 shares of Cooper Common Stock, having a market value of $72.51 per share, and (ii)$27,617,832 cash, on the effective date of the merger. |
(3) | Disposed of pursuant to the Merger Agreement, in exchange for (i)28,896 shares of Cooper Common Stock, having a market value of $72.51 per share, and (ii)$1,638,868 cash, on the effective date of the merger. |
(4) | Pursuant to the Merger Agreement, this option, which provided for vesting at the rate of 2.78% a month on the last day of each month beginning March 30, 1999, was accelerated and canceled in exchange for $655,625.41 and 11,559 shares of Cooper common stock, having a market value of $72.51 per share. |
(5) | Pursuant to the Merger Agreement, this option, which provided for vesting at the rate of 2.78% a month on the last day of each month beginning September 30, 2002 was accelerated and canceled in exchange for $164,560.99 and 2,901 shares of Cooper common stock, having a market value of $72.51 per share. |
(6) | Pursuant to the Merger Agreement, this option, which provided for vesting at the rate of 2.78% a month on the last day of each month beginning September 30, 2003 was accelerated and canceled in exchange for $130,817.86 and 2,306 shares of Cooper common stock, having a market value of $72.51 per share. |
(7) | Pursuant to the Merger Agreement, this option, which provided for vesting at the rate of 2.78% a month on the last day of each month beginning September 30, 2005 was accelerated and canceled in exchange for $23,421.85 and 412 shares of Cooper common stock, having a market value of $72.51 per share |
(8) | This combination of cash and Cooper common stock represents the per share value of the merger consideration ($72.51 per share) minus the exercise price of the option, multiplied by the number of shares of issuer common stock subject to such option. |