Statement of Changes in Beneficial Ownership (4)
18 10월 2013 - 10:20PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
GERBER WILLIAM K
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2. Issuer Name
and
Ticker or Trading Symbol
KAYDON CORP
[
KDN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
1380 DORSTONE PLACE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/16/2013
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(Street)
BLOOMFIELD HILLS, MI 48301
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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10/16/2013
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D
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7000
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D
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$0
(1)
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1956
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D
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Common Stock
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10/16/2013
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D
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1956
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D
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$0
(2)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (right to buy)
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$25.57
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10/16/2013
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D
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7473
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(4)
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5/9/2023
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Common Stock
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7473
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$9.93
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0
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D
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Stock Option (right to buy)
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$23.26
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10/16/2013
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D
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3500
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(4)
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5/9/2022
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Common Stock
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3500
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$12.24
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0
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D
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Stock Option (right to buy)
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$27.25
(3)
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10/16/2013
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D
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3500
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(4)
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5/5/2021
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Common Stock
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3500
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$8.25
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0
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D
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Stock Option (right to buy)
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$26.17
(3)
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10/16/2013
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D
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3500
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(4)
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5/20/2020
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Common Stock
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3500
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$9.33
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0
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D
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Stock Option (right to buy)
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$22.19
(3)
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10/16/2013
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D
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3500
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(4)
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5/22/2019
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Common Stock
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3500
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$13.31
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0
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D
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Stock Option (right to buy)
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$41.81
(3)
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10/16/2013
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D
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3500
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(4)
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5/7/2018
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Common Stock
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3500
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$0
(5)
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0
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D
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Stock Option (right to buy)
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$44.80
(3)
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10/16/2013
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D
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5000
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(4)
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10/26/2017
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Common Stock
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5000
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$0
(5)
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0
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D
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Explanation of Responses:
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(
1)
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Per the terms of the Agreement and Plan of Merger, dated as of September 5, 2013, by and among Atlas Management, Inc., Dublin Acquisition Sub Inc. and Kaydon Corporation (the "Merger Agreement") and the Offer (as defined in the Merger Agreement), each share of Kaydon common stock was validly tendered for $35.50 per share in cash.
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(
2)
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Per the terms of the Merger Agreement, each unvested share of restricted stock that was outstanding as of the Effective Time (as defined in the Merger Agreement), was cancelled and converted into the right to receive cash in amount equal to $35.50 per share.
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(
3)
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On February 22, 2012, Kaydon's Board of Directors declared a special cash dividend of $10.50 per share to be paid to shareholders of record as of March 5, 2012 with a payment date of March 26, 2012. As a result of this special cash dividend, the exercise price of previously issued and outstanding stock options was decreased by $10.50.
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(
4)
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Per the terms of the Merger Agreement, each stock option that was outstanding and unexercised as of the closing of the Offer, whether or not vested, was cancelled and converted into the right to receive cash in amount equal to (i) the total number of shares subject to each such option immediately prior to the closing of the Offer (without regard to vesting) multiplied by (ii) the excess, if any, of (x) $35.50 over (y) the exercise price payable per share under each such stock option.
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(
5)
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Per the terms of the Merger Agreement, these options were cancelled and terminated without cash payment because the exercise price per share of the option is equal to or greater than $35.50.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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GERBER WILLIAM K
1380 DORSTONE PLACE
BLOOMFIELD HILLS, MI 48301
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X
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Signatures
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/s/ William K. Gerber, by Debra K. Crane, attorney-in-fact
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10/18/2013
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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