0001127602-12-032327.txt : 20121129
0001127602-12-032327.hdr.sgml : 20121129
20121129212141
ACCESSION NUMBER: 0001127602-12-032327
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: ALLIEGRO RICHARD A
CENTRAL INDEX KEY: 0001216882
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-13059
FILM NUMBER: 121233040
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
0001216882
ALLIEGRO RICHARD A
3169 RED HILL AVENUE
COSTA MESA
CA
92626
1
Common Stock
2012-11-27
4
U
0
10839
35.00
D
0
D
Common Stock
2012-11-27
4
M
0
1667
A
1667
D
Common Stock
2012-11-27
4
M
0
1667
A
3334
D
Common Stock
2012-11-27
4
M
0
4000
A
7334
D
Common Stock
2012-11-28
4
D
0
7334
D
0
D
Stock Option (Right to Buy)
16.89
2012-11-27
4
D
0
11250
D
2004-03-10
2013-09-10
Common Stock
11250
0
D
Stock Option (Right to Buy)
21.84
2012-11-27
4
D
0
7500
D
2005-02-16
2014-08-16
Common Stock
7500
0
D
Restricted Stock Units
2012-11-27
4
M
0
1667
D
2012-11-27
2012-11-27
Common Stock
1667
0
D
Restricted Stock Units
2012-11-27
4
M
0
1667
D
2012-11-27
2012-11-27
Common Stock
1667
0
D
Restricted Stock Units
2012-11-27
4
M
0
4000
D
2012-11-27
2012-11-27
Common Stock
4000
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 1,667 shares of Ceradyne common stock.
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 1,667 shares of Ceradyne common stock.
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 4,000 shares of Ceradyne common stock.
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 $203,737.50, 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 $98,700.00, 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. Alliegro
2012-11-29