SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

TOMASSI STEPHEN J

(Last)

(First)

(Middle)

1717 WEST COLLINS AVENUE

(Street)

ORANGE

92867

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SYBRON DENTAL SPECIALTIES INC [ SYD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	V.P. General Counsel/Secretary

3. Date of Earliest Transaction (Month/Day/Year)
11/30/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/30/2004		M		13,277	A	$4.7258	95,875	D
Common Stock	11/30/2004		S		4,700	D	$34.18	91,175	D
Common Stock	11/30/2004		S		300	D	$34.26	90,875	D
Common Stock	11/30/2004		S		5,000	D	$34.25	85,875	D
Common Stock	11/30/2004		S		3,277	D	$34.5	82,598	D
Common Stock								868.54⁽¹⁾	I	By 401(k) plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)⁽²⁾	$4.7258	11/30/2004		M			13,277	⁽³⁾	01/25/2005	Common Stock	13,277	$0	0	D
Employee Stock Option (Right to Buy)⁽²⁾	$6.5401							⁽⁴⁾	01/24/2006	Common Stock	10,169		10,169	D
Employee Stock Option (Right to Buy)⁽²⁾	$8.1772							⁽⁵⁾	09/25/2006	Common Stock	35,311		35,311	D
Employee Stock Option (Right to Buy)⁽²⁾	$8.6905							⁽⁶⁾	01/22/2007	Common Stock	8,149		8,149	D
Employee Stock Option (Right to Buy)⁽²⁾	$13.4871							⁽⁷⁾	01/30/2008	Common Stock	8,375		8,375	D
Employee Stock Option (Right to Buy)⁽²⁾	$13.788							⁽⁸⁾	05/18/2008	Common Stock	17,655		17,655	D
Employee Stock Option (Right to Buy)⁽²⁾	$15.1509							⁽⁹⁾	01/27/2009	Common Stock	7,945		7,945	D
Employee Stock Option (Right to Buy)⁽²⁾	$12.9918							⁽¹⁰⁾	02/02/2010	Common Stock	10,219		10,219	D
Employee Stock Option (Right to Buy)	$15.4375							⁽¹¹⁾	12/14/2010	Common Stock	223,325		223,325	D

Explanation of Responses:

1. Includes any shares of common stock acquired under the 401(k) plan in transactions exempt from Section 16(b) pursuant to Rule 16b-3(c) since the date as of which information was given in the reporting person's most recent previous report. The number of shares in the plan attributable to any one participant varies with the price of the common stock. The information in this report is based on a plan statement dated as of December 1, 2004.

2. On December 11, 2000 Apogent Technologies Inc. (f/k/a Sybron International Corporation) made a pro rata distribution to its shareholders of record as of November 30, 2000 of all of the outstanding shares of Common Stock of the Issuer (the "Spin-Off"). This option was issued as of 12/11/00 in connection with the Spin-Off in exchange for an option granted by Apogent Technologies Inc. on the same terms, except that the number of shares subject to the option and the exercise price per share were adjusted under a formula designed to preserve the aggregate intrinsic value inherent in the Apogent option immediately prior to the Spin-Off.

3. The option vested in four equal annual installments beginning January 25, 1996.

4. The option vested in four equal annual installments beginning January 24, 1997.

5. The option vested in four equal annual installments beginning September 25, 1997.

6. The option vested in four equal annual installments beginning January 22, 1998.

7. The option vested in four equal annual installments beginning January 30, 1999.

8. The option vested in four equal annual installments beginning May 18, 1999.

9. The option vested in four equal annual installments beginning January 27, 2000.

10. The option vests in four equal annual installments beginning February 2, 2001.

11. The option vests in four equal annual installments beginning December 14, 2001.

Remarks:

	Gisella Brett Attorney-in-Fact	12/01/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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