FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/23/2012 |
3. Issuer Name and Ticker or Trading Symbol
GARDNER DENVER INC [ GDI ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 0 | D | |
Common Stock | 8,880 | I | Thomas Morgan and Nicola Rae Morgan Joint Trust |
Common Stock | 274(1) | I | Excess Plan |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Employee Stock Option (Right-to-buy) | (2) | 02/19/2014 | Common Stock | 3,700 | $35.7 | D | |
Employee Stock Option (Right-to-buy) | (3) | 02/18/2015 | Common Stock | 5,600 | $35.88 | D | |
Employee Stock Option (Right-to-buy) | (4) | 02/23/2016 | Common Stock | 2,600 | $18.53 | D | |
Employee Stock Option (Right-to-buy) | (5) | 02/22/2017 | Common Stock | 6,900 | $43.43 | D | |
Employee Stock Option (Right-to-buy) | (6) | 05/01/2017 | Common Stock | 4,700 | $75.83 | D | |
Employee Stock Option (Right-to-buy) | (7) | 05/01/2017 | Common Stock | 7,310 | $71.28 | D | |
Restricted Stock Units | (8) | (8) | Common Stock | 6,750 | $64.16 | D | |
Restricted Stock Units | (9) | (9) | Common Stock | 3,250 | (9) | D |
Explanation of Responses: |
1. The reporting person acquired shares under the Company's Supplemental Excess Defined Contribution Plan. The information reported herein is based on a report dated July 30, 2012 from the Plan's recordkeeper, JPMorgan. |
2. The options, granted under the Company's Amended and Restated Long-Term Incentive Plan, became exercisable in cumulative increments of one-third each on February 19, 2008, February 19, 2009 and February 19, 2010. |
3. The options, granted under the Company's Amended and Restated Long-Term Incentive Plan, became exerciseble in cumulative increments of one-third each on February 18, 2009, February 18, 2010 and February 18, 2011. |
4. The options, granted under the Company's Amended and Restated Long-Term Incentive Plan, became exercisable in cumulative increments of one-third each on February 23, 2010, February 23, 2011 and February 23, 2012, respectively. |
5. The options, granted under the Company's Amended and Restated Long-Term Incentive Plan, became exercisable in cumulative increments of one-third each on February 22, 2011 and February 22, 2012. The remaining options became exercisable on May 1, 2012 on account of Mr. Morgan's retirement. |
6. One-third of the options, granted under the Company's Amended and Restated Long-Term Incentive Plan, became exercisable on February 21, 2012 and the remainder of the options became exercisable on May 1, 2012 on account of Mr. Morgan's retirement. |
7. The options, granted under the Company's Amended and Restated Long-Term Incentive Plan, are exercisable in cumulative increments of one-third each on February 20, 2013, 2014 and 2015, respectively. |
8. The restricted stock units granted under the Company's Amended and Restated Long-Term Incentive Plan each represents a right to receive one share of the Company's common stock upon vesting. The restricted stock units vested on May 1, 2012; however, payment has been delayed until November 2, 2012 in accordance with the terms of the Company's Amended and Restated Long-Term Incentive Plan. |
9. The restricted stock units granted under the Company's Amended and Restated Long-Term Incentive Plan cliff vest on February 20, 2015. Each restricted stock unit represents a right to receive one share of the Company's common stock upon vesting. The restricted stock units generally will be paid out on the earliest to occur of vesting, death, disability or change in control (each as defined in the award), but payment on account of termination of employment may be delayed until 6 months following termination if required for tax purposes. |
Remarks: |
Exhibit List: Exhibit 24 Power of Attorney dated July 31, 2012 |
Bradley L. Wideman, Attorney-in-fact | 08/01/2012 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |