Filing Details

Accession Number:
0001181431-12-056194
Form Type:
4
Zero Holdings:
No
Publication Time:
2012-11-01 20:50:46
Reporting Period:
2012-10-31
Filing Date:
2012-11-01
Accepted Time:
2012-11-01 20:50:46
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
1218415 M Steven Besbeck C/O Iris International, Inc.
9158 Eton Avenue
Chatsworth CA 91311
Yes No 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 40,537 $19.50 0 No 4 U Direct
Common Stock Acquisiton 2012-10-31 13,043 $16.89 13,043 No 4 M Direct
Common Stock Acquisiton 2012-10-31 13,888 $10.07 26,931 No 4 M Direct
Common Stock Acquisiton 2012-10-31 12,541 $11.61 39,472 No 4 M Direct
Common Stock Acquisiton 2012-10-31 2,414 $13.26 41,886 No 4 M Direct
Common Stock Disposition 2012-10-31 27,578 $19.50 14,308 No 4 F Direct
Common Stock Disposition 2012-10-31 14,308 $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 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 13,043 $0.00 13,043 $16.89
Common Stock Stock Option (Right to Buy) Disposition 2012-10-31 13,888 $0.00 13,888 $10.07
Common Stock Stock Option (Right to Buy) Disposition 2012-10-31 12,541 $0.00 12,541 $11.61
Common Stock Stock Option (Right to Buy) Disposition 2012-10-31 2,414 $0.00 2,414 $13.26
Common Stock Stock Option (Right to Buy) Disposition 2012-10-31 7,245 $6.24 7,245 $13.26
Common Stock Restricted Stock Units Disposition 2012-10-31 2,828 $19.50 2,828 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
0 2018-07-13 No 4 M Direct
0 2019-05-22 No 4 M Direct
0 2020-05-14 No 4 M Direct
7,245 2019-04-27 No 4 M Direct
0 2019-04-27 No 4 D Direct
0 No 4 D Direct
Footnotes
  1. The shares were retained by the company in payment of the exercise price 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 and became exercisable in equal quarterly installments of 25% each on September 13, 2008, December 13, 2008, Mach 13, 2009 and June 13, 2009.
  4. The stock options vested in three equal installments on each of November 22, 2009, February 22, 2010 and May 22, 2010.
  5. The stock options vested in three equal installments on each of November 14, 2010, February 14, 2011 and May 14, 2011.
  6. Vested / will vest 25% on each of July 31, 2012, October 31, 2012, January 31, 2013 and April 30, 2013.
  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 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.