0001225738-15-000014.txt : 20150319 0001225738-15-000014.hdr.sgml : 20150319 20150319192438 ACCESSION NUMBER: 0001225738-15-000014 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150317 FILED AS OF DATE: 20150319 DATE AS OF CHANGE: 20150319 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CAREFUSION Corp CENTRAL INDEX KEY: 0001457543 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 264123274 FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 3750 TORREY VIEW COURT CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: 800-684-8880 MAIL ADDRESS: STREET 1: 3750 TORREY VIEW COURT CITY: SAN DIEGO STATE: CA ZIP: 92130 FORMER COMPANY: FORMER CONFORMED NAME: CareFusion Corp DATE OF NAME CHANGE: 20090303 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Paolucci Michael E CENTRAL INDEX KEY: 0001599463 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34273 FILM NUMBER: 15714152 MAIL ADDRESS: STREET 1: 7475 LUSK BLVD. CITY: SAN DIEGO STATE: CA ZIP: 92121 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2015-03-17 1 0001457543 CAREFUSION Corp CFN 0001599463 Paolucci Michael E C/O CAREFUSION CORPORATION 3750 TORREY VIEW COURT SAN DIEGO CA 92130 0 1 0 0 EVP, Human Resources Performance Stock Units 0 2015-03-17 4 A 0 12681 0 A Common Stock 12681 12681 D Performance Stock Units 0 2015-03-17 4 D 0 12681 D Common Stock 12681 0 D Restricted Stock Units 0 2015-03-17 4 D 0 9097 D Common Stock 9097 0 D Restricted Stock Units 0 2015-03-17 4 D 0 7107 D Common Stock 7107 0 D Options (right to buy) 43.97 2015-03-17 4 D 0 56249 D 2021-08-15 Common Stock 56249 0 D This Form 4 is being filed in connection with the March 17, 2015 closing of the merger of Griffin Sub, Inc. with and into CareFusion Corporation (the "Merger") pursuant to the Agreement and Plan of Merger, dated as of October 5, 2014 (the "Merger Agreement"), among CareFusion Corporation, Becton, Dickinson and Company ("BD"), and Griffin Sub, Inc. Upon the closing of the Merger, each outstanding share of CareFusion Corporation common stock was converted into the right to receive $49.00 per share (without interest) and 0.0777 share of BD (the "Merger Consideration"). On the day prior to the closing date of the Merger, each 0.0777 share of BD received in the Merger had a value of $11.06, based on the closing price of BD common stock on the NYSE on such date. Each performance stock unit ("PSU") and each restricted stock unit ("RSU") represents a contingent right to receive one share of CareFusion Corporation common stock upon vesting. These PSUs were granted on August 15, 2014. In accordance with the Merger Agreement, the Human Resources and Compensation Committee of CareFusion Corporation's Board of Directors certified the extent to which the performance conditions for the PSUs had been satisfied and established the number of shares earned with respect thereto. These PSUs were cancelled in connection with the Merger and converted into, with respect to each share of CareFusion Corporation common stock underlying such PSUs, the right to receive the Merger Consideration less applicable tax withholding. As the PSUs did not constitute derivative securities, they were not required to be reported and were not reported on Form 4 at the time of the grant. Granted without payment by grantee. Disposed of pursuant to the Merger Agreement. These RSUs, which are subject to vesting as to 33.33% of the shares subject thereto on August 15, 2015, August 15, 2016, and August 15, 2017 (or, in each case, on an earlier qualifying termination of employment), were assumed by BD and converted in accordance with the exchange ratio set forth in the Merger Agreement into RSUs with respect to 3,833 shares of BD common stock. These RSUs, which are subject to vesting as to 33.33% of the shares subject thereto on August 15, 2015, August 15, 2016, and August 15, 2017 (or, in each case, on an earlier qualifying termination of employment), were assumed by BD and converted in accordance with the exchange ratio set forth in the Merger Agreement into RSUs with respect to 2,995 shares of BD common stock. These stock options, which are subject to vesting as to 18,749 shares on August 15, 2015, 18,750 shares on August 15, 2016, and 18,750 shares on August 15, 2017 (or, in each case, on an earlier qualifying termination of employment), were assumed by BD and converted in accordance with the exchange ratio set forth in the Merger Agreement into options with respect to 23,703 shares of BD common stock with an exercise price of $104.35. Nathaniel Sisitsky, Attorney-in-Fact 2015-03-19