0001127602-12-032472.txt : 20121130
0001127602-12-032472.hdr.sgml : 20121130
20121130185136
ACCESSION NUMBER: 0001127602-12-032472
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20121127
FILED AS OF DATE: 20121130
DATE AS OF CHANGE: 20121130
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
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MOSKOWITZ JOEL PHILIP
CENTRAL INDEX KEY: 0001216886
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-13059
FILM NUMBER: 121235824
BUSINESS ADDRESS:
STREET 1: CERADYNE INC
STREET 2: 3169 REDHILL AVE
CITY: COSTA MESA
STATE: CA
ZIP: 92626
BUSINESS PHONE: 7145490421X2862
MAIL ADDRESS:
STREET 1: 3169 RED HILL AVE
CITY: COSTA MESA
STATE: CA
ZIP: 92626
FORMER NAME:
FORMER CONFORMED NAME: MOSKOWITZ JOEL PHILLIP
DATE OF NAME CHANGE: 20030130
4
1
form4.xml
PRIMARY DOCUMENT
X0306
4
2012-11-27
0000018937
CERADYNE INC
CRDN
0001216886
MOSKOWITZ JOEL PHILIP
3169 RED HILL AVENUE
COSTA MESA
CA
92626
1
1
Chief Executive Officer
Common Stock
2012-11-27
4
U
0
888564
35.00
D
0
D
Common Stock
2012-11-27
4
U
0
50000
35.00
D
0
I
By Joel & Ann Moskowitz, Trustees, UAD 9/17/12
Common Stock
2012-11-27
4
U
0
150000
35.00
D
0
I
By Joel & Ann Moskowitz, Trustees, UAD 9/17/2012
Common Stock
2012-11-27
4
U
0
250000
35.00
D
0
I
By Joel & Ann Moskowitze as Trustees of Moskowitz Family Trust
Common Stock
2012-11-27
4
M
0
59334
A
59334
D
Common Stock
2012-11-27
4
F
0
26164
D
33170
D
Common Stock
2012-11-28
4
D
0
33170
D
0
D
Common Stock
13063
I
By 401(k) Plan Trust
Employee Stock Option (Right to Buy)
16.89
2012-11-27
4
D
0
56250
D
2004-03-10
2013-09-10
Common Stock
56250
0
D
Employee Stock Option (Right to Buy)
21.84
2012-11-27
4
D
0
22500
D
2005-02-16
2014-08-16
Common Stock
22500
0
D
Restricted Stock Units
2012-11-27
4
M
0
59334
D
2012-11-27
2012-11-27
Common Stock
59334
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 59,334 shares of Ceradyne common stock.
No shares were sold. These 26,164 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 $542,451.09, 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 $157,673.25, 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. Moskowitz
2012-11-30