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