Filing Details

Accession Number:
0001181431-12-056179
Form Type:
4
Zero Holdings:
No
Publication Time:
2012-11-01 20:32:34
Reporting Period:
2012-10-31
Filing Date:
2012-11-01
Accepted Time:
2012-11-01 20:32:34
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
1392360 E Tom Warekois C/O Iris International, Inc.
9158 Eton Avenue
Chatsworth CA 91311
Corp Vp, Pres Iris Diagnostics 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 22,734 $19.50 0 No 4 U Direct
Common Stock Acquisiton 2012-10-31 29,167 $11.65 29,167 No 4 M Direct
Common Stock Acquisiton 2012-10-31 43,982 $9.99 73,149 No 4 M Direct
Common Stock Acquisiton 2012-10-31 19,848 $11.97 92,997 No 4 M Direct
Common Stock Acquisiton 2012-10-31 5,317 $9.81 98,314 No 4 M Direct
Common Stock Acquisiton 2012-10-31 2,417 $9.81 100,731 No 4 M Direct
Common Stock Disposition 2012-10-31 70,435 $19.50 30,296 No 4 F Direct
Common Stock Disposition 2012-10-31 30,296 $19.50 0 No 4 S Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 U Direct
No 4 M Direct
No 4 M Direct
No 4 M Direct
No 4 M Direct
No 4 M Direct
No 4 F Direct
No 4 S Direct
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 43,982 $0.00 43,982 $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 5,317 $0.00 5,317 $9.81
Common Stock Stock Option (Right to Buy) Disposition 2012-10-31 2,417 $0.00 2,417 $9.81
Common Stock Stock Option (Right to Buy) Disposition 2012-10-31 6,284 $9.51 6,284 $9.99
Common Stock Stock Option (Right to Buy) Disposition 2012-10-31 11,910 $7.53 11,910 $11.97
Common Stock Stock Option (Right to Buy) Disposition 2012-10-31 8,862 $9.69 8,862 $9.81
Common Stock Stock Option (Right to Buy) Disposition 2012-10-31 4,029 $9.69 4,029 $9.81
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 5,157 $19.50 5,157 $0.00
Common Stock Restricted Stock Units Disposition 2012-10-31 12,800 $19.50 12,800 $0.00
Common Stock Restricted Stock Units Disposition 2012-10-31 25,600 $19.50 25,600 $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
6,284 2016-02-20 No 4 M Direct
11,910 2017-02-23 No 4 M Direct
8,862 2018-02-24 No 4 M Direct
4,029 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
12,800 No 4 A Direct
0 No 4 D Direct
0 No 4 D Direct
0 No 4 D Direct
0 No 4 D Direct
0 No 4 D Direct
Footnotes
  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. 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.
  6. 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.
  7. 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.
  8. Each restricted stock unit represents a contingent right to receive one share of IRIS International, Inc. common stock.
  9. 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.
  10. 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.