0001127602-12-032326.txt : 20121129 0001127602-12-032326.hdr.sgml : 20121129 20121129211903 ACCESSION NUMBER: 0001127602-12-032326 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20121127 FILED AS OF DATE: 20121129 DATE AS OF CHANGE: 20121129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: REED DAVID P CENTRAL INDEX KEY: 0001216888 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-13059 FILM NUMBER: 121233038 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CERADYNE INC CENTRAL INDEX KEY: 0000018937 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 330055414 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3169 RED HILL AVENUE CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 7145490421 MAIL ADDRESS: STREET 1: 3169 RED HILL AVENUE CITY: COSTA MESA STATE: CA ZIP: 92626 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2012-11-27 0000018937 CERADYNE INC CRDN 0001216888 REED DAVID P 3169 RED HILL AVENUE COSTA MESA CA 92626 1 President, North American Oper Common Stock 2012-11-27 4 U 0 36810 35.00 D 0 D Common Stock 2012-11-27 4 M 0 35600 A 35600 D Common Stock 2012-11-27 4 F 0 13787 35.00 D 21813 D Common Stock 2012-11-28 4 D 0 21813 D 0 D Common Stock 1768 I By 401(k) Plan Trust Common Stock 29 I Non-qualified Deferred Compensation Plan Employee Stock Option (Right to Buy) 16.89 2012-11-27 4 D 0 11250 D 2012-11-27 2012-11-27 Common Stock 11250 0 D Employee Stock Option (Right to Buy) 21.84 2012-11-27 4 D 0 7500 D 2012-11-27 2012-11-27 Common Stock 7500 0 D Restricted Stock Units 2012-11-27 4 M 0 35600 D 2012-11-27 2012-11-27 Common Stock 35600 0 D Each restricted stock unit represented a contingent right to receive one share of Ceradyne common stock. Pursuant to the terms of the Agreement and Plan of Merger, dated September 30, 2012, by and among 3M Company, Cyborg Acquisition Corporation and Ceradyne, Inc., on November 27, 2012, the reporting person's restricted stock units were settled for 35,600 shares of Ceradyne common stock. No shares were sold. These 13,787 shares represent amounts withheld and applied to the payroll tax withholding liability of the recipient generated by the vesting of the award. Disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of September 30, 2012, by and among 3M Company, Cyborg Acquisition Corporation and Ceradyne, Inc., in exchange for a cash payment of $35.00 per share. This option was cancelled pursuant to the terms of the Agreement and Plan of Merger, dated as of September 30, 2012, by and among 3M Company, Cyborg Acquisition Corporation and Ceradyne, Inc., in exchange for a cash payment of $115,213.55, representing the difference between the exercise price of the option and $35.00 per share underlying the option. This option was cancelled pursuant to the terms of the Agreement and Plan of Merger, dated as of September 30, 2012, by and among 3M Company, Cyborg Acquisition Corporation and Ceradyne, Inc., in exchange for a cash payment of $55,814.85, representing the difference between the exercise price of the option and $35.00 per share underlying the option. /s/ Jerrold J. Pellizzon, attorney-in-fact for Mr. Reed 2012-11-29