0001418812-12-000085.txt : 20121214
0001418812-12-000085.hdr.sgml : 20121214
20121214182843
ACCESSION NUMBER: 0001418812-12-000085
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20121212
FILED AS OF DATE: 20121214
DATE AS OF CHANGE: 20121214
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Morfit G Mason
CENTRAL INDEX KEY: 0001325920
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-06926
FILM NUMBER: 121266900
MAIL ADDRESS:
STREET 1: 435 PACIFIC AVENUE
STREET 2: 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94133
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: BARD C R INC /NJ/
CENTRAL INDEX KEY: 0000009892
STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841]
IRS NUMBER: 221454160
STATE OF INCORPORATION: NJ
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 730 CENTRAL AVE
CITY: MURRAY HILL
STATE: NJ
ZIP: 07974
BUSINESS PHONE: 9082778000
MAIL ADDRESS:
STREET 1: 730 CENTRAL AVENUE
CITY: MURRAY HILL
STATE: NJ
ZIP: 07974
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ValueAct Capital Management, L.P.
CENTRAL INDEX KEY: 0001351069
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-06926
FILM NUMBER: 121266896
BUSINESS ADDRESS:
STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94133
BUSINESS PHONE: 415-362-3700
MAIL ADDRESS:
STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94133
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ValueAct Capital Management, LLC
CENTRAL INDEX KEY: 0001351073
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-06926
FILM NUMBER: 121266902
BUSINESS ADDRESS:
STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94133
BUSINESS PHONE: 415-362-3700
MAIL ADDRESS:
STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94133
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: VA Partners I, LLC
CENTRAL INDEX KEY: 0001418812
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-06926
FILM NUMBER: 121266897
BUSINESS ADDRESS:
STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94133
BUSINESS PHONE: 415-362-3700
MAIL ADDRESS:
STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94133
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ValueAct Holdings GP, LLC
CENTRAL INDEX KEY: 0001418813
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-06926
FILM NUMBER: 121266901
BUSINESS ADDRESS:
STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94133
BUSINESS PHONE: 415-362-3700
MAIL ADDRESS:
STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94133
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ValueAct Holdings, L.P.
CENTRAL INDEX KEY: 0001418814
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-06926
FILM NUMBER: 121266899
BUSINESS ADDRESS:
STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94133
BUSINESS PHONE: 415-362-3700
MAIL ADDRESS:
STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94133
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ValueAct Capital Master Fund, L.P.
CENTRAL INDEX KEY: 0001464912
STATE OF INCORPORATION: D8
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-06926
FILM NUMBER: 121266898
BUSINESS ADDRESS:
STREET 1: 435 PACIFIC AVENUE
STREET 2: 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94133
BUSINESS PHONE: 415-362-3700
MAIL ADDRESS:
STREET 1: 435 PACIFIC AVENUE
STREET 2: 4TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94133
4
1
primary_doc.xml
PRIMARY DOCUMENT
X0306
4
2012-12-12
0
0000009892
BARD C R INC /NJ/
BCR
0001325920
Morfit G Mason
435 PACIFIC AVENUE
4TH FLOOR
SAN FRANCISCO
CA
94133
1
0
0
1
See Remarks
0001418814
ValueAct Holdings, L.P.
435 PACIFIC AVENUE, 4TH FLOOR
SAN FRANCISCO
CA
94133
1
0
0
1
See Remarks
0001464912
ValueAct Capital Master Fund, L.P.
435 PACIFIC AVENUE
4TH FLOOR
SAN FRANCISCO
CA
94133
1
0
0
1
See Remarks
0001418812
VA Partners I, LLC
435 PACIFIC AVENUE, 4TH FLOOR
SAN FRANCISCO
CA
94133
1
0
0
1
See Remarks
0001351069
ValueAct Capital Management, L.P.
435 PACIFIC AVENUE, 4TH FLOOR
SAN FRANCISCO
CA
94133
1
0
0
1
See Remarks
0001351073
ValueAct Capital Management, LLC
435 PACIFIC AVENUE, 4TH FLOOR
SAN FRANCISCO
CA
94133
1
0
0
1
See Remarks
0001418813
ValueAct Holdings GP, LLC
435 PACIFIC AVENUE, 4TH FLOOR
SAN FRANCISCO
CA
94133
1
0
0
1
See Remarks
Common Stock
2012-12-12
4
A
0
584
0
A
984
D
Common Stock
4280594
I
see footnotes
Share Equivalent Units
2012-12-12
4
A
0
715
0
A
Common Stock
715
715
D
Stock award granted to G. Mason Morfit as a Director of the Issuer in accordance with the 2005 Directors' Stock Award Plan, as amended and restated, that fully vests in three years from the date of grant.
Under an agreement with ValueAct Capital, G. Mason Morfit is deemed to hold the common stock and share equivalent units for the benefit of ValueAct Capital Master Fund, L.P. and indirectly for (i) VA Partners I, LLC as General Partner of ValueAct Capital Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P., (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC and as the majority owner of the membership interests of VA Partners I, LLC and (v) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P.
Each reporting person listed herein disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
The securities reported herein are directly beneficially owned by ValueAct Capital Master Fund, L.P. and may be deemed to be indirectly beneficially owned by (i) G. Mason Morfit, a member of the management committee of ValueAct Holdings GP, LLC, (ii) VA Partners I, LLC as General Partner of ValueAct Capital Master Fund, L.P., (iii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P., (iv) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (v) ValueAct Holdings, L.P. as the sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC and as the majority owner of the membership interests of VA Partners I, LLC and (vi) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P.
Units granted under the Issuer's Stock Equivalent Plan for Outside Directors.
Conversion is one for one.
Share Equivalent Units are settled in cash upon termination as a Director.
-The reporting persons herein may be deemed to be members of a "group" for purposes of the Securities Exchange Act of 1934, as amended. Each reporting person disclaims beneficial ownership of any
securities deemed to be owned by the group that are not directly owned by such reporting person. This report shall not be deemed an admission that such reporting person is a member of a group or the beneficial
owner of any securities not directly owned by such reporting person.
-G. Mason Morfit, a member of the management committee of ValueAct Holdings GP, LLC, serves on the board of directors of the Issuer. As a result, the other reporting persons herein may be deemed directors
by deputization.
Joint Filer Information:
Name: ValueAct Holdings, L.P.
Address: 435 Pacific Ave, 4th Fl, SF, CA 94133
Designated Filer: ValueAct Holdings, L.P.
Issuer & Ticker: CR Bard, Inc. BCR
Date of Event Requiring Statement: 12/12/12
Name: ValueAct Capital Master Fund, L.P.
Address: 435 Pacific Ave, 4th Fl, SF, CA 94133
Designated Filer: ValueAct Holdings, L.P.
Issuer & Ticker: CR Bard, Inc. BCR
Date of Event Requiring Statement: 12/12/12
Name: VA Partners I, LLC
Address: 435 Pacific Ave, 4th Fl, SF, CA 94133
Designated Filer: ValueAct Holdings, L.P.
Issuer & Ticker: CR Bard, Inc. BCR
Date of Event Requiring Statement: 12/12/12
Name: ValueAct Capital Management, L.P.
Address: 435 Pacific Ave, 4th Fl, SF, CA 94133
Designated Filer: ValueAct Holdings, L.P.
Issuer & Ticker: CR Bard, Inc. BCR
Date of Event Requiring Statement: 12/12/12
Name: ValueAct Capital Management, LLC
Address: 435 Pacific Ave, 4th Fl, SF, CA 94133
Designated Filer: ValueAct Holdings, L.P.
Issuer & Ticker: CR Bard, Inc. BCR
Date of Event Requiring Statement: 12/12/12
Name: ValueAct Holdings GP, LLC
Address: 435 Pacific Ave, 4th Fl, SF, CA 94133
Designated Filer: ValueAct Holdings, L.P.
Issuer & Ticker: CR Bard, Inc. BCR
Date of Event Requiring Statement: 12/12/12
/s/ G. Mason Morfit
2012-12-14
VALUEACT HOLDINGS, L.P., By: VALUEACT HOLDINGS GP, LLC, its General Partner, By: /s/ George F. Hamel. Jr., Chief Operating Officer
2012-12-14
VALUEACT CAPITAL MASTER FUND, L.P., By: VA PARTNERS I, LLC, its General Partner, By: /s/ George F. Hamel. Jr., Chief Operating Officer
2012-12-14
VA PARTNERS I, LLC, By: /s/ George F. Hamel. Jr., Chief Operating Officer
2012-12-14
VALUEACT CAPITAL MANAGEMENT, L.P., By: VALUEACT CAPITAL MANAGEMENT, LLC, its General Partner, By: /s/ George F. Hamel. Jr., Chief Operating Officer
2012-12-14
VALUEACT CAPITAL MANAGEMENT, LLC, By: /s/ George F. Hamel. Jr., Chief Operating Officer
2012-12-14
VALUEACT HOLDINGS GP, LLC, By: /s/ George F. Hamel. Jr., Chief Operating Officer
2012-12-14