Airgas Form 4 AIRGAS / JOHN P CLANCEY 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^*

CLANCEY JOHN P

(Last) (First) (Middle)

C/O AIRGAS, INC.

259 N. RADNOR-CHESTER ROAD, STE. 100

(Street)

RADNOR PA 19087

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AIRGAS INC [ ARG ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/23/2016

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	05/23/2016		D		500(1)	D	$143(1)	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
Stock Option (Right to Buy)	$67.63	05/23/2016		D			5,500	(2)	09/23/2018	Common Stock	5,500	(2)	0	D
Stock Option (Right to Buy)	$64.05	05/23/2016		D			5,782	(2)	08/29/2019	Common Stock	5,782	(2)	0	D
Stock Option (Right to Buy)	$82.74	05/23/2016		D			4,600	(2)	08/14/2020	Common Stock	4,600	(2)	0	D
Stock Option (Right to Buy)	$105.41	05/23/2016		D			4,500	(2)	08/06/2021	Common Stock	4,500	(2)	0	D
Stock Option (Right to Buy)	$107.17	05/23/2016		D			5,000	(2)	08/05/2022	Common Stock	5,000	(2)	0	D
Stock Option (Right to Buy)	$102.7	05/23/2016		D			6,300	(2)	08/04/2023	Common Stock	6,300	(2)	0	D
Phantom Stock	(3)	05/23/2016		D			3,094.7404	(3)	(3)	Common Stock	3,094.7404	$143	0	D

Explanation of Responses:

1. Disposed of pursuant to an Agreement and Plan of Merger, dated as of November 17, 2015, among the Issuer, L'Air Liquide, S.A. and AL Acquisition Corporation, an indirect wholly owned subsidiary of Air Liquide ("Merger Agreement"), in exchange for the cash merger consideration of $143.00 per share of Airgas, Inc. common stock disposed of by the reporting person in connection with the merger.

2. Pursuant to the Merger Agreement, each stock option outstanding on the effective date of the merger, whether vested or unvested, was canceled in exchange for a cash payment equal to the product of (x) the excess of the cash per share merger consideration ($143.00) over the exercise price of the stock option and (y) the number of shares of common stock subject to the option on the effective day of the merger.

3. Represents phantom stock acquired pursuant to Airgas, Inc.'s deferred compensation plan. Pursuant to the Merger Agreement, on the effective date of the merger, all notional investments denominated in Airgas, Inc. common stock in the deferred compensation plan were converted into notional investments in cash, based on the merger consideration of $143.00 per share, and the notional cash was deemed reinvested in other investment funds available under the plan.

Remarks:

	Robert H. Young, Jr., Attorney-in-Fact for John P. Clancey	05/24/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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