Michael Egholm Form 4 PALL / Michael Egholm 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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X

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^*

Egholm Michael

(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, BioPharmaceuticals

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2015

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

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	08/31/2015		D		9,200.997	D	$127.2(1)	0	D
Common Stock	08/31/2015		D		12,822.12	D	(2)	0	D
Common Stock	08/31/2015		D		19,399.424	D	$127.2(3)	0	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)	$55.67	08/31/2015		D			653	(4)	07/13/2018	Common Stock	653	(4)	0	D
Employee Stock Option (Right to Buy)	$59.75	08/31/2015		D			2,408	(5)	01/18/2019	Common Stock	2,408	(5)	0	D
Employee Stock Option (Right to Buy)	$64.8	08/31/2015		D			8,148	(6)	01/16/2020	Common Stock	8,148	(6)	0	D
Employee Stock Option (Right to Buy)	$82.47	08/31/2015		D			9,969	(7)	12/11/2020	Common Stock	9,969	(7)	0	D
Employee Stock Option (Right to Buy)	$94.53	08/31/2015		D			11,268	(8)	12/10/2021	Common Stock	11,268	(8)	0	D

Explanation of Responses:

1. At the closing of the merger between the Issuer and Danaher Corporation, these shares were converted into the right to receive a cash payment equal to the per share merger consideration of $127.20.

2. These restricted stock units (RSUs) were converted, pursuant to the merger agreement between the Issuer and Danaher Corporation into RSUs of Danaher common stock in an amount determined by multiplying the number of unvested restricted shares of Issuer immediately prior to the effective time of the merger by the Restricted Stock Exchange Ratio determined by dividing the Merger Consideration by the Parent Stock Price.

3. At the closing of the merger between the Issuer and Danaher Corporation, these restricted stock units were converted into the right to receive a cash payment equal to the per share merger consideration of $127.20.

4. This option grant, which vested ratably over four years commencing on July 13, 2012, was canceled pursuant to a merger between the Issuer and Danaher Corporation in exchange for a cash payment of $46,709.09 64 (less any required withholding taxes), representing the difference between the exercise price of the option and the per share merger consideration of $127.20.

5. This option grant which vested in four equal annual installments commencing on January 18, 2013, was canceled pursuant to a merger between the Issuer and Danaher Corporation in exchange for a cash payment of $162,419.60 64 (less any required withholding taxes), representing the amount equal to the number of shares of Pall Corporation common stock underlying the option multiplied by the difference between the per share exercise price and the per share merger consideration of $127.20.

6. This option grant, which provides for vesting in four equal installments commencing on January 16, 2014, was canceled pursuant to a merger between Issuer and Danaher Corporation in exchange for a cash payment of $508,435.20 64 (less any required withholding taxes), representing the amount equal to the number of shares of Pall Corp. common stock underlying the option multiplied by the difference between the per share exercise price and the per share merger consideration of $127.20.

7. This option grant, which provides for vesting in three equal installments commencing on December 11, 2014, was canceled pursuant to a merger between Issuer and Danaher Corporation in exchange for a cash payment of $445,913.37 (less any required withholding taxes), representing the amount equal to the number of shares of Pall Corp. common stock underlying the option multiplied by the difference between the per share exercise price and the per share merger consideration of $127.20.

8. This option grant, which vests equally annually over three years commencing on December 10, 2015, was canceled pursuant to a merger between Issuer and Danaher Corporation in exchange for a cash payment of $ $368,125.56 64 (less any required withholding taxes), representing the amount equal to the number of shares of Pall Corporation common stock underlying the option multiplied by the difference between the per share exercise price and the per share merger consideration of $127.20.

	/s/ Adam Mandelbaum as Attorney-in-Fact for Michael Egholm	08/31/2015
	** Signature of Reporting Person	Date
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