0001127602-12-032334.txt : 20121129 0001127602-12-032334.hdr.sgml : 20121129 20121129213720 ACCESSION NUMBER: 0001127602-12-032334 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: Miller Robert Michael CENTRAL INDEX KEY: 0001542736 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-13059 FILM NUMBER: 121233059 MAIL ADDRESS: STREET 1: 3169 RED HILL AVENUE CITY: COSTA MESA STATE: CA ZIP: 92626 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 0001542736 Miller Robert Michael 3169 RED HILL AVENUE COSTA MESA CA 92626 1 Vice President Common Stock 2012-11-27 4 U 0 3663 35.00 D 0 D Common Stock 2012-11-27 4 M 0 14000 A 14000 D Common Stock 2012-11-27 4 F 0 4263 35.00 D 9737 D Common Stock 2012-11-28 4 D 0 9737 D 0 D Common Stock 467 I 401(k) Plan Restricted Stock Units 2012-11-27 4 M 0 14000 D 2012-11-27 2012-11-27 Common Stock 14000 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 14,000 shares of Ceradyne common stock. No shares were sold. These 4,263 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. /s/ Jerrold J. Pellizzon, attorney-in-fact for Mr. Miller 2012-11-29