| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | FLIR | Common Stock | Disposed to Issuer | -$4.05M | -145K | -98.76% | $28.00 | 1.81K | May 14, 2021 | Direct | F1 |
| transaction | FLIR | Common Stock | Disposed to Issuer | -$101K | -1.81K | -100% | $56.00 | 0 | May 14, 2021 | Direct | F2 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | FLIR | Non-Qualified Stock Options (right to buy) | Disposed to Issuer | -10.9K | -100% | 0 | May 14, 2021 | Common Stock | 10.9K | $33.86 | Direct | F3 | ||
| transaction | FLIR | Non-Qualified Stock Options (right to buy) | Disposed to Issuer | -8.72K | -100% | 0 | May 14, 2021 | Common Stock | 8.72K | $36.73 | Direct | F3 | ||
| transaction | FLIR | Non-Qualified Stock Options (right to buy) | Disposed to Issuer | -14.3K | -100% | 0 | May 14, 2021 | Common Stock | 14.3K | $30.75 | Direct | F3 | ||
| transaction | FLIR | Non-Qualified Stock Option (right to buy) | Disposed to Issuer | -18.1K | -100% | 0 | May 14, 2021 | Common Stock | 18.1K | $24.31 | Direct | F3 | ||
| transaction | FLIR | Non-Qualified Stock Options (right to buy) | Disposed to Issuer | -15.4K | -100% | 0 | May 14, 2021 | Common Stock | 15.4K | $31.15 | Direct | F3 |
Michael T. Smith is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Pursuant to the Agreement and Plan of Merger, dated as of January 4, 2021 (the "Merger Agreement"), by and among Teledyne Technologies Incorporated ("Teledyne"), Firework Merger Sub I, Inc. ("Merger Sub I"), Firework Merger Sub II, LLC, and FLIR Systems, Inc. ("FLIR"), Merger Sub I was merged with and into FLIR on May 14, 2021, with FLIR surviving, and immediately thereafter Merger Sub II was merged with and into FLIR, with Merger Sub II surviving. In connection therewith, each share of FLIR common stock outstanding immediately prior to the effective time of the merger of Merger Sub I with and into FLIR (the "Effective Time") was converted into the right to receive (i) $28.00 in cash and (ii) 0.0718 shares of Teledyne common stock, with any fractional shares to be paid in cash. The amount shown above represents the gross cash payment, but the actual payment will be less any applicable withholding for taxes. |
| F2 | Pursuant to the Merger Agreement, each FLIR restricted stock unit, including performance-based restricted stock units that were earned but subject to service-based vesting ("FLIR RSU") outstanding immediately prior to the Effective Time automatically vested and was cancelled and converted into the right to receive $56.00 in cash in respect of each share of FLIR common stock subject to such FLIR RSU. |
| F3 | Pursuant to the Merger Agreement, as of the Effective Time, each outstanding FLIR stock option, whether vested or not, became fully vested in and was cancelled in exchange for a cash payment equal to the product of (x) the excess of $56.00 over the exercise price per share of such FLIR stock option, multiplied by (y) the number of shares of FLIR common stock subject to such FLIR stock option, less applicable tax withholdings. |