Clarcor (CLC) Form 4 CLARCOR / KEITH A WHITE 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

WHITE KEITH A

(Last) (First) (Middle)

840 CRESCENT CENTRE DR

SUITE 600

(Street)

FRANKLIN TN 37067

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CLARCOR INC. [ CLC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President - CLARCOR AFG

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2017

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 Par Value $1.00	02/28/2017		D		2,375	D	$83(1)	0.00	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
Common Stock Par Value $1.00	$61.57	02/28/2017		D			1,875	(2)	12/15/2023	Common Stock Par Value $1.00	1,875	(2)	0.00	D
Common Stock Par Value $1.00	$63.22	02/28/2017		D			3,125	(2)	01/19/2025	Common Stock Par Value $1.00	3,125	(2)	0.00	D
Common Stock Par Value $1.00	$46.45	02/28/2017		D			3,750	(2)	01/17/2026	Common Stock Par Value $1.00	3,750	(2)	0.00	D
Common Stock Par Value $1.00	$61.57	02/28/2017		D			174	(3)	(3)	Common Stock Par Value $1.00	174	(3)	0.00	D
Common Stock Par Value $1.00	$63.22	02/28/2017		D			514	(3)	(3)	Common Stock Par Value $1.00	514	(3)	0.00	D
Common Stock Par Value $1.00	$46.45	02/28/2017		D			1,025	(3)	(3)	Common Stock Par Value $1.00	1,025	(3)	0.00	D
Common Stock Par Value $1.00	$82.5	02/28/2017		D			2,031	(3)	(3)	Common Stock Par Value $1.00	2,031	(3)	0.00	D
Common Stock Par Value $1.00	$62.53	02/28/2017		D			4,773	(4)	(4)	Common Stock Par Value $1.00	4,773	(4)	0.00	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of December 1, 2016 (the "Merger Agreement"), by and among CLARCOR Inc. (the "Company"), Parker-Hannifin Corporation ("Parker") and Parker Eagle Corporation, a wholly owned subsidiary of Parker ("Merger Sub"), at the effective time of the merger, these shares of Company common stock were converted into the right to receive a cash payment (without interest and subject to applicable withholding taxes) equal to the per share merger consideration of $83.00.

2. Pursuant to the Merger Agreement, at the effective time of the merger, this stock option was cancelled in exchange for the right to receive a cash payment (without interest and subject to applicable withholding taxes) equal to the product of (i) the total number of shares of Company common stock subject to such stock option and (ii) the excess of the per share merger consideration of $83.00 over the exercise price per share of the stock option.

3. Pursuant to the Merger Agreement, at the effective time of the merger, each of these time-based restricted stock units were cancelled in exchange for the right to receive a cash payment (without interest and subject to applicable withholding taxes) equal to the per share merger consideration of $83.00.

4. Pursuant to the Merger Agreement, at the effective time of the merger, each of these performance-based restricted stock units were cancelled in exchange for the right to receive a cash payment (without interest and subject to applicable withholding taxes) equal to the per share merger consideration of $83.00.

Remarks:

	Michelle J. Pearson, By Power of Attorney	03/01/2017
	** 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 Number.