0000916459-13-000146.txt : 20130801 0000916459-13-000146.hdr.sgml : 20130801 20130801171000 ACCESSION NUMBER: 0000916459-13-000146 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130730 FILED AS OF DATE: 20130801 DATE AS OF CHANGE: 20130801 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GARDNER DENVER INC CENTRAL INDEX KEY: 0000916459 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT [3560] IRS NUMBER: 760419383 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1500 LIBERTY RIDGE DRIVE, SUITE 3000 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 6102492000 MAIL ADDRESS: STREET 1: 1500 LIBERTY RIDGE DRIVE, SUITE 3000 CITY: WAYNE STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: GARDNER DENVER MACHINERY INC DATE OF NAME CHANGE: 19931221 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCHUMACHER DIANE K CENTRAL INDEX KEY: 0001191933 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13215 FILM NUMBER: 131003432 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2013-07-30 1 0000916459 GARDNER DENVER INC GDI 0001191933 SCHUMACHER DIANE K GARDNER DENVER, INC. 1500 LIBERTY RIDGE DRIVE, SUITE 3000 WAYNE PA 19087 1 0 0 0 Common Stock 2013-07-25 5 G 0 265 D 43886 I Schumacher 2010 Partnership Ltd. Common Stock 2013-07-30 4 D 0 43886 D 0 I Schumacher 2010 Partnership Ltd. Common Stock 2013-07-30 4 D 0 10276 D 0 D Nonemployee Director Stock Option (Right-to-buy) 28.62 2013-07-30 4 D 0 4400 D 2014-05-06 Common Stock 4400 0 D Nonemployee Director Stock Option (Right-to-buy) 49.30 2013-07-30 4 D 0 2500 D 2015-05-05 Common Stock 2500 0 D Restricted Stock Units 2013-07-30 4 D 0 600 D Common Stock 600 0 D Restricted Stock Units 2013-07-30 4 D 0 1700 D Common Stock 1700 0 D Phantom Stock Units 2013-07-30 4 D 0 4059.7 D Common Stock 4059.7 0 D Bona fide gift by the Reporting Person of 265 shares to the Montini High School. Price is not applicable to acquisitions or dispositions resulting from bona fide gifts. Disposed of pursuant to the Agreement and Plan of Merger, dated as of March 7, 2013, by and among Gardner Denver, Inc. (the "Company"), Renaissance Parent Corp. and Renaissance Acquisition Corp. (the "Merger Agreement") in exchange for a cash payment of $76.00 per share. Shares held indirectly by the Schumacher 2010 Partnership Ltd. The Reporting Person and the Reporting Person's spouse are the limited partners of the Schumacher 2010 Partnership Ltd. and the Schumacher Management Trust is the general partner. The Reporting Person and the Reporting Person's spouse are the trustees and the beneficiaries of the Schumacher Management Trust. Options granted under the Company's Long-Term Incentive Plan, as amended, a Rule 16b-3 plan. Pursuant to the Merger Agreement, each outstanding option, whether vested or unvested, was canceled and converted into the right to receive a cash payment representing the amount, if any, by which $76.00 exceeded the exercise price per share of common stock underlying each option. Each restricted stock unit was the economic equivalent of one share of the Company's common stock. Pursuant to the Merger Agreement, any vesting conditions or restrictions applicable to each restricted stock unit lapsed as of the effective time of the merger and each restricted stock unit was converted into the right to receive a cash payment of $76.00 for each share of common stock underlying a restricted stock unit. The security converts to common stock on a one-for-one basis. The cash value of these units will be distributed to the director or beneficiary on the first day of the month following the date upon which the director ceases to be a director of the Company for any reason (unless otherwise elected by the director in accordance with the terms of the Phantom Plan). Pursuant to the Merger Agreement, each phantom stock unit was converted into the right to receive a cash payment of $76 per phantom stock unit. Brent A. Walters, Attorney-in-fact for Diane K. Schumacher, pursuant to Power of Attorney dated November 12, 2009 and filed with the SEC on January 5, 2010. /s/ Brent A. Walters, Attorney-in-fact 2013-08-01