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Filing Details

Accession Number:: 0001181431-12-056173
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-11-01 20:22:19
Reporting Period:: 2012-10-31

Filing Date:: 2012-11-01
Accepted Time:: 2012-11-01 20:22:19
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
1234366	Phd Thomas Adams	C/O Iris International, Inc. 9158 Eton Avenue Chatsworth CA 91311	Cto & Corporate V.p.	No	Yes	No	No

Reported Non-Derivative Transactions

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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	231,665	$19.50	0	No	4	U	Indirect	By Adams Family Trust UAD 11/18/1991
Common Stock	Disposition	2012-10-31	7,090	$19.50	0	No	4	U	Direct
Common Stock	Acquisiton	2012-10-31	15,555	$17.82	15,555	No	4	M	Indirect	By Adams Family Trust UAD 11/18/1991
Common Stock	Acquisiton	2012-10-31	29,167	$11.65	44,722	No	4	M	Indirect	By Adams Family Trust UAD 11/18/1991
Common Stock	Acquisiton	2012-10-31	17,453	$9.99	62,175	No	4	M	Indirect	By Adams Family Trust UAD 11/18/1991
Common Stock	Acquisiton	2012-10-31	19,848	$11.97	82,023	No	4	M	Indirect	By Adams Family Trust UAD 11/18/1991
Common Stock	Disposition	2012-10-31	58,257	$19.50	23,766	No	4	F	Indirect	By Adams Family Trust UAD 11/18/1991
Common Stock	Disposition	2012-10-31	23,766	$19.50	0	No	4	S	Indirect	By Adams Family Trust UAD 11/18/1991

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	U	Indirect	By Adams Family Trust UAD 11/18/1991
No	4	U	Direct
No	4	M	Indirect	By Adams Family Trust UAD 11/18/1991
No	4	M	Indirect	By Adams Family Trust UAD 11/18/1991
No	4	M	Indirect	By Adams Family Trust UAD 11/18/1991
No	4	M	Indirect	By Adams Family Trust UAD 11/18/1991
No	4	F	Indirect	By Adams Family Trust UAD 11/18/1991
No	4	S	Indirect	By Adams Family Trust UAD 11/18/1991

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Stock Option (Right to Buy)	Disposition	2012-10-31	15,555	$0.00	15,555	$17.82
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	17,453	$0.00	17,453	$9.99
Common Stock	Stock Option (Right to Buy)	Disposition	2012-10-31	19,848	$0.00	19,848	$11.97
Common Stock	Stock Option (Right to Buy)	Disposition	2012-10-31	2,494	$9.51	2,494	$9.99
Common Stock	Stock Option (Right to Buy)	Disposition	2012-10-31	11,910	$7.53	11,910	$11.97
Common Stock	Performance Restricted Stock Units	Acquisiton	2012-10-31	12,800	$0.00	12,800	$0.00
Common Stock	Performance Restricted Stock Units	Disposition	2012-10-31	12,800	$19.50	12,800	$0.00
Common Stock	Restricted Stock Units	Disposition	2012-10-31	1,755	$19.50	1,755	$0.00
Common Stock	Restricted Stock Units	Disposition	2012-10-31	12,800	$19.50	12,800	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2005-06-10	2015-06-10	No	4	M	Direct
0		2013-03-04	No	4	M	Direct
2,494		2016-02-20	No	4	M	Direct
11,910		2017-02-23	No	4	M	Direct
0		2016-02-20	No	4	D	Direct
0		2017-02-23	No	4	D	Direct
12,800			No	4	A	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% vested / will vest 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% vested / will vest in 12 equal quarterly installments with the first such installment vesting on June 30, 2011.
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.