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).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Masterman Andrew
2. Issuer Name and Ticker or Trading Symbol

PRECISION CASTPARTS CORP [ PCP ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
EVP, Pres. Wyman-Gordon
(Last)          (First)          (Middle)

PRECISION CASTPARTS CORP., 4650 SW MACADAM AVENUE, SUITE 400
3. Date of Earliest Transaction (MM/DD/YYYY)

1/29/2016
(Street)

PORTLAND, OR 97239
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   1/29/2016     D    327.848   D $235.00   0   D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy)   $226.05   1/29/2016     D         75000      (1) 11/12/2024   Common Stock   75000   $8.95   0   D  
 
Non-Qualified Stock Option (right to buy)   $248.20   1/29/2016     D         40000      (2) 11/13/2023   Common Stock   40000   $0   0   D  
 
Non-Qualified Stock Option (right to buy)   $173.30   1/29/2016     D         40000      (3) 11/14/2022   Common Stock   40000   $61.70   0   D  
 
Non-Qualified Stock Option (right to buy)   $171.26   1/29/2016     D         10000      (4) 4/23/2022   Common Stock   10000   $63.74   0   D  
 
Phantom Stock     (5) 1/29/2016     D         1968.687      (6)   (6) Common Stock   1968.687   $235.00   0   D  
 

Explanation of Responses:
( 1)  This option, which vests in four equal annual installments beginning on 11/12/2015, was canceled in the merger of the issuer and a subsidiary of Berkshire Hathaway Inc. (the "Merger") in exchange for the cash payment per share indicated in column 8, which represents the difference between the exercise price of the option and the Merger consideration of $235 per share.
( 2)  This option, which vests in four equal annual installments beginning on 11/13/2014, was canceled in the Merger in exchange for no consideration because the exercise price of the option exceeded the Merger consideration of $235 per share.
( 3)  This option, which vests in four equal annual installments beginning on 11/14/2013, was canceled in the Merger in exchange for the cash payment per share indicated in column 8, which represents the difference between the exercise price of the option and the Merger consideration of $235 per share.
( 4)  This option, which vests in four equal annual installments beginning on 4/23/2013, was canceled in the Merger in exchange for the cash payment per share indicated in column 8, which represents the difference between the exercise price of the option and the Merger consideration of $235 per share.
( 5)  Each Phantom Stock Unit was convertible into one share of PCC common stock.
( 6)  Phantom Stock Units were to be settled in shares of PCC common stock following the reporting person's termination of employment with PCC, but each Phantom Stock Unit is being settled in connection with the Merger for an amount equal to the Merger consideration of $235 per share.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Masterman Andrew
PRECISION CASTPARTS CORP.
4650 SW MACADAM AVENUE, SUITE 400
PORTLAND, OR 97239


EVP, Pres. Wyman-Gordon

Signatures
Jason A. Dalton, Attorney-in-Fact 2/1/2016
** 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 4(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 control number.
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