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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 | ||||||||
Employee Stock Option (Right-to-buy) | $ 70.15 | 07/30/2013 | D | 1,250 | (3) | 01/03/2018 | Common Stock | 1,250 | (3) | 0 | D | ||||
Employee Stock Option (Right-to-buy) | $ 75.83 | 07/30/2013 | D | 2,500 | (3) | 02/21/2018 | Common Stock | 2,500 | (3) | 0 | D | ||||
Employee Stock Option (Right-to-buy) | $ 75.83 | 07/30/2013 | D | 5,300 | (3) | 02/20/2019 | Common Stock | 5,300 | (3) | 0 | D | ||||
Restricted Stock Units | (4) | 07/30/2013 | D | 2,750 | (5) | (5) | Common Stock | 2,750 | (5) | 0 | D | ||||
Restricted Stock Units | (4) | 07/30/2013 | D | 550 | (5) | (5) | Common Stock | 2,460 | (5) | 0 | D | ||||
Restricted Stock Units | (4) | 07/30/2013 | D | 1,000 | (5) | (5) | Common Stock | 1,000 | (5) | 0 | D | ||||
Restricted Stock Units | (4) | 07/30/2013 | D | 3,096 | (5) | (5) | Common Stock | 3,096 | (5) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Trupiano Vincent P GARDNER DENVER, INC. 1500 LIBERTY RIDGE DRIVE, SUITE 3000 WAYNE, PA 19087 |
VP, GDI & President IPG |
/s/Brent A. Walters | 08/01/2013 | |
**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) | The reporting person acquired shares under the Company's Retirement Savings Plan, a 401(K) plan, and the related Supplemental Excess Defined Contribution Plan. The information reported herein is based on a report dated July 24, 2013 from the Plan's recordkeeper, JPMorgan. |
(2) | Disposed of pursuant to the Agreement and Plan of Merger, dated as of March 7, 2013, by and among Gardner Denver, Inc. (the "Company"), Renaissance Parent Corp. and Renaissance Acquisition Corp. (the "Merger Agreement") in exchange for a cash payment of $76.00 per share. |
(3) | Pursuant to the Merger Agreement, each outstanding option, whether vested or unvested, was canceled and converted into the right to receive a cash payment representing the amount, if any, by which $76.00 exceeded the exercise price per share of common stock underlying each option. |
(4) | Each restricted stock unit was the economic equivalent of one share of the Company's Common Stock. |
(5) | Pursuant to the Merger Agreement, any vesting conditions or restrictions applicable to each Restricted Stock Unit lapsed as of the effective time of the merger and each Restricted Stock Unit was converted into the right to receive a cash payment of $76.00 for each share of common stock underlying a Restricted Stock Unit. |
Remarks: Brent A. Walters, Attorney-in-fact for Vincent P. Trupiano, pursuant to Power of Attorney dated January 22, 2013 and filed with the SEC on January 29, 2013. |