0001209191-15-059020.txt : 20150702 0001209191-15-059020.hdr.sgml : 20150702 20150702172106 ACCESSION NUMBER: 0001209191-15-059020 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150630 FILED AS OF DATE: 20150702 DATE AS OF CHANGE: 20150702 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Dresser-Rand Group Inc. CENTRAL INDEX KEY: 0001316656 STANDARD INDUSTRIAL CLASSIFICATION: ENGINES & TURBINES [3510] IRS NUMBER: 201780492 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: WEST8 TOWER, SUITE 1000 STREET 2: 10205 WESTHEIMER ROAD CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: (713) 354-6100 MAIL ADDRESS: STREET 1: WEST8 TOWER, SUITE 1000 STREET 2: 10205 WESTHEIMER ROAD CITY: HOUSTON STATE: TX ZIP: 77042 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Volpe Vincent R JR CENTRAL INDEX KEY: 0001332644 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32586 FILM NUMBER: 15971013 MAIL ADDRESS: STREET 1: C/O DRESSER-RAND GROUP INC STREET 2: PAUL CLARK DRIVE CITY: OLEAN STATE: NY ZIP: 14760 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-06-30 1 0001316656 Dresser-Rand Group Inc. DRC 0001332644 Volpe Vincent R JR C/O DRESSER-RAND GROUP INC. 10205 WESTHEIMER, SUITE 1000 HOUSTON TX 77042 1 1 0 0 President and CEO Common Stock 2015-06-30 4 D 0 316433 85.20 D 0 D Common Stock 2015-06-30 4 D 0 175271 85.20 D 0 I By Trust Common Stock 2015-06-30 4 D 0 17680 85.20 D 0 I By VCSC Investments LLC Common Stock 2015-06-30 4 A 0 9447 0.00 A 9447 D Common Stock 2015-06-30 4 D 0 9447 85.20 D 0 D Common Stock 2015-06-30 4 A 0 33412 0.00 A 33412 D Common Stock 2015-06-30 4 D 0 33412 85.20 D 0 D Restricted Stock Units 0.00 2015-06-30 4 D 0 78882 85.20 D 2018-02-15 Common Stock 78882 0 D Employee Stock Option 25.50 2015-06-30 4 D 0 300140 D 2017-02-15 Common Stock 300140 0 D Employee Stock Option 21.59 2015-06-30 4 D 0 165292 D 2019-02-16 Common Stock 165292 0 D Employee Stock Option 30.71 2015-06-30 4 D 0 70368 D 2020-02-15 Common Stock 70368 0 D Employee Stock Option 46.99 2015-06-30 4 D 0 49548 D 2021-02-15 Common Stock 49548 0 D Employee Stock Option 52.40 2015-06-30 4 D 0 49388 D 2022-02-15 Common Stock 49388 0 D Employee Stock Option 62.19 2015-06-30 4 D 0 54794 D 2023-02-15 Common Stock 54794 0 D Employee Stock Option 58.70 2015-06-30 4 D 0 85192 D 2024-02-15 Common Stock 85192 0 D Each share was disposed of pursuant to the Agreement and Plan of Merger by and among Siemens Energy, Inc. and the Company for $85.20 in cash. Performance-based restricted stock units held under the Dresser-Rand Group 2008 Stock Incentive Plan ("2008 Plan"). Each restricted stock unit became fully vested and was converted into the right to receive a cash payment of $85.20, in each case, pursuant to the Agreement and Plan of Merger by and between Siemens Energy, Inc. and the Company Restricted stock units held under the 2008 Plan. Each restricted stock unit became fully vested and was converted into the right to receive a cash payment of $85.20 pursuant to the the Agreement and Plan of Merger by and between Siemens Energy, Inc. and the Company. Option granted under the Dresser-Rand Group 2005 Stock Incentive Plan, exercisable in three equal annual installments beginning on February 15, 2008. The option became fully vested and was converted into the right to receive a cash payment equal to the product of (x) the number of shares subject to the option and (y) the difference between the exercise price of the option and $85.20 pursuant to the Agreement and Plan of Merger by and between Siemens Energy, Inc. and the Company. Option granted under the 2008 Plan, exercisable in three equal annual installments beginning on February 16, 2010. The option became fully vested and was converted into the right to receive a cash payment equal to the product of (x) the number of shares subject to the option and (y) the difference between the exercise price of the option and $85.20 pursuant to the Agreement and Plan of Merger by and between Siemens Energy, Inc. and the Company. Option granted under the 2008 Plan, exercisable in three equal annual installments beginning on February 15, 2011. The option became fully vested and was converted into the right to receive a cash payment equal to the product of (x) the number of shares subject to the option and (y) the difference between the exercise price of the option and $85.20 pursuant to the Agreement and Plan of Merger by and between Siemens Energy, Inc. and the Company. Option granted under the 2008 Plan, exercisable in three equal annual installments beginning on February 15, 2012. The option became fully vested and was converted into the right to receive a cash payment equal to the product of (x) the number of shares subject to the option and (y) the difference between the exercise price of the option and $85.20 pursuant to the Agreement and Plan of Merger by and between Siemens Energy, Inc. and the Company. Option granted under the 2008 Plan, exercisable in three equal annual installments beginning on February 15, 2013.The option became fully vested and was converted into the right to receive a cash payment equal to the product of (x) the number of shares subject to the option and (y) the difference between the exercise price of the option and $85.20 pursuant to the Agreement and Plan of Merger by and between Siemens Energy, Inc. and the Company. Option granted under the 2008 Plan, exercisable in three equal annual installments beginning on February 15, 2014. The option became fully vested and was converted into the right to receive a cash payment equal to the product of (x) the number of shares subject to the option and (y) the difference between the exercise price of the option and $85.20 pursuant to the Agreement and Plan of Merger by and between Siemens Energy, Inc. and the Company. Option granted under the 2008 Plan, exercisable in three equal annual installments beginning on February 15, 2015. The option became fully vested and was converted into the right to receive a cash payment equal to the product of (x) the number of shares subject to the option and (y) the difference between the exercise price of the option and $85.20 pursuant to the Agreement and Plan of Merger by and between Siemens Energy, Inc. and the Company. /s/ Kelli A. Mowry, Attorney-in-Fact 2015-07-02