Wolfgang Platz Form 4/A PALL / Wolfgang Platz ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Platz Wolfgang

(Last) (First) (Middle)

C/O PALL CORPORATION,

25 HARBOR PARK DRIVE

(Street)

PORT WASHINGTON NY 11050

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PALL CORP [ PLL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, Pall Europe

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/18/2015

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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	03/16/2015		M		900	A	$36.64	23,435.354(1)	D
Common Stock	03/16/2015		M		11,094	A	$59.75	34,529.354(1)	D
Common Stock	03/16/2015		S		900	D	$101.589(2)	33,629.354(1)	D
Common Stock	03/16/2015		S		6,000	D	$101.981(3)	27,629.354(1)	D
Common Stock	03/16/2015		S		5,094	D	$102.5	22,535.354(1)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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
Employee Stock Option (Right to Buy)	$36.64	03/16/2015		M			900	07/14/2010(4)	07/14/2017	Common Stock	900	$0	0(5)	D
Employee Stock Option (Right to Buy)	$59.75	03/16/2015		M			11,094	01/18/2012(6)	01/18/2019	Common Stock	11,094	$0	3,699(5)	D

Explanation of Responses:

1. The Form 4, as originally filed on March 18, 2015, incorrectly reported the balances in Table I following the transactions. The Form 4, as amended by this Form 4/A, correctly reports such information.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $101.57 to $101.60, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $101.96 to $102.00, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.

4. Date shown is the date of grant. These options vested ratably over a period of four years commencing on the first anniversary of the grant date, provided the reporting person satisfies certain service conditions.

5. Only represents the derivative securities in this class.

6. Date shown is the date of grant. These options vest ratably over a period of four years commencing on the first anniversary of the grant date, provided the reporting person satisfies certain service conditions.

	/s/ Adam Mandelbaum as Attorney-in-Fact for Wolfgang Platz	03/23/2015
	** 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).
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