0001209191-13-052739.txt : 20131118 0001209191-13-052739.hdr.sgml : 20131118 20131118123519 ACCESSION NUMBER: 0001209191-13-052739 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20131114 FILED AS OF DATE: 20131118 DATE AS OF CHANGE: 20131118 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ROCHESTER MEDICAL CORPORATION CENTRAL INDEX KEY: 0000868368 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 411613227 STATE OF INCORPORATION: MN FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: ONE ROCHESTER MEDICAL DR CITY: STEWARTVILLE STATE: MN ZIP: 55976 BUSINESS PHONE: 5075339600 MAIL ADDRESS: STREET 1: ONE ROCHESTER MEDICAL DR CITY: STEWARTVILLE STATE: MN ZIP: 55976 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Carper James M CENTRAL INDEX KEY: 0001450691 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18933 FILM NUMBER: 131226153 MAIL ADDRESS: STREET 1: ONE ROCHESTER MEDICAL DRIVE CITY: STEWARTVILLE STATE: MN ZIP: 55976 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2013-11-14 1 0000868368 ROCHESTER MEDICAL CORPORATION ROCM 0001450691 Carper James M ONE ROCHESTER MEDICAL DRIVE ROCHESTER MN 55976 0 1 0 0 VP Marketing Common Stock 2013-11-14 4 A 0 13889 0.00 A 14389 D Common Stock 2013-11-14 4 D 0 14389 20.00 D 0 D Stock Option (Right to Buy) 18.02 2013-11-14 4 D 0 5000 1.98 D 2008-03-13 2017-03-13 Common Stock 5000 0 D Stock Option (Right to Buy) 10.89 2013-11-14 4 D 0 5000 9.11 D 2009-02-12 2018-02-12 Common Stock 5000 0 D Stock Option (Right to Buy) 11.27 2013-11-14 4 D 0 20000 8.73 D 2010-02-03 2019-02-03 Common Stock 20000 0 D Stock Option (Right to Buy) 12.27 2013-11-14 4 D 0 20000 7.73 D 2011-01-28 2020-01-28 Common Stock 20000 0 D Stock Option (Right to Buy) 10.72 2013-11-14 4 D 0 20000 9.28 D 2012-01-27 2021-01-27 Common Stock 20000 0 D On November 14, 2013 the restricted stock units vested, in accordance with the related award agreements and the Agreement and Plan of Merger dated September 3, 2013 (the "Merger Agreement") among Rochester Medical Corporation (the "Company"), C.R. Bard, Inc., a New Jersey Corporation ("Bard"), and a wholly owned subsidiary of Bard, upon the effectiveness of the merger contemplated by the Merger Agreement (the "Merger") and were simultaneously cancelled in exchange for the right to receive a cash payment of $20.00 for each unit, without interest and less any applicable withholding taxes. On November 14, 2013 at the effective time of the Merger, these shares of Company common stock were cancelled and converted into the right to receive a cash payment of $20.00 per share, without interest and less any applicable withholding taxes. These options originally provided for vesting in 25% annual cumulative installments beginning the date set forth. Pursuant to the Merger Agreement, upon the effectiveness of the Merger the vesting of these options was accelerated and they were cancelled in exchange for the right to receive a cash payment per option equal to the excess of $20.00 over the per share exercise price of the option. /s/ David A. Jonas, Attorney in Fact for James M. Carper 2013-11-14