0000354908-21-000114.txt : 20210514 0000354908-21-000114.hdr.sgml : 20210514 20210514110508 ACCESSION NUMBER: 0000354908-21-000114 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210514 FILED AS OF DATE: 20210514 DATE AS OF CHANGE: 20210514 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lowe Carol P CENTRAL INDEX KEY: 0001290037 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21918 FILM NUMBER: 21922683 MAIL ADDRESS: STREET 1: 4311 BEULAH CHURCH ROAD CITY: WEDDINGTON STATE: NC ZIP: 28104 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FLIR SYSTEMS INC CENTRAL INDEX KEY: 0000354908 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 930708501 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 27700 SW PARKWAY AVENUE CITY: WILSONVILLE STATE: OR ZIP: 97070 BUSINESS PHONE: 5034983547 MAIL ADDRESS: STREET 1: 27700 SW PARKWAY AVENUE CITY: WILSONVILLE STATE: OR ZIP: 97070 4 1 wf-form4_162100469088629.xml FORM 4 X0306 4 2021-05-14 1 0000354908 FLIR SYSTEMS INC FLIR 0001290037 Lowe Carol P 27700 SW PARKWAY AVE WILSONVILLE OR 97070 0 1 0 0 EVP and CFO Common Stock 2021-05-14 4 D 0 35348 28 D 37385 D Common Stock 2021-05-14 4 D 0 37385 56 D 0 D Common Stock 2021-05-14 4 A 0 28072 0 A 28072 D Common Stock 2021-05-14 4 D 0 28072 56 D 0 D Pursuant to the Agreement and Plan of Merger, dated as of January 4, 2021 (the "Merger Agreement"), by and among Teledyne Technologies Incorporated ("Teledyne"), Firework Merger Sub I, Inc. ("Merger Sub I"), Firework Merger Sub II, LLC, and FLIR Systems, Inc. ("FLIR"), Merger Sub I was merged with and into FLIR on May 14, 2021, with FLIR surviving, and immediately thereafter Merger Sub II was merged with and into FLIR, with Merger Sub II surviving. In connection therewith, each share of FLIR common stock outstanding immediately prior to the effective time of the merger of Merger Sub I with and into FLIR (the "Effective Time") was converted into the right to receive (i) $28.00 in cash and (ii) 0.0718 shares of Teledyne common stock, with any fractional shares to be paid in cash. The amount shown above represents the gross cash payment, but the actual payment will be less any applicable withholding for taxes. Pursuant to the Merger Agreement, each FLIR restricted stock unit, including performance-based restricted stock units that were earned but subject to service-based vesting ("FLIR RSU") outstanding immediately prior to the Effective Time automatically vested and was cancelled and converted into the right to receive $56.00 in cash in respect of each share of FLIR common stock subject to such FLIR RSU. Represents shares underlying performance-based restricted stock units ("FLIR PRSU"). The number of shares of FLIR common stock underlying each FLIR PRSU that became vested is equal to the greater of (i) the target number of shares set forth in the award agreement for such FLIR PRSU and (ii) the number of shares that would be achieved based on the actual achievement of the applicable performance goals if the applicable performance period ended on December 31, 2020, the last day of FLIR's calendar quarter immediately preceding the first public announcement of the transactions contemplated by the Merger Agreement. Pursuant to the Merger Agreement, each FLIR PRSU granted prior to the date of the Merger Agreement and outstanding immediately prior to the Effective Time automatically vested and was cancelled and converted into the right to receive $56.00 in respect of each share of FLIR common stock subject to such FLIR PRSU. /s/ Sonia Galindo, as attorney in fact for Carol P. Lowe 2021-05-14