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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Nonemployee Director Stock Option (Right-to-buy) (5) | $ 28.62 | 07/30/2013 | D | 4,400 | (6) | 05/06/2014 | Common Stock | 4,400 | (6) | 0 | D | ||||
| Nonemployee Director Stock Option (Right-to-buy) (5) | $ 49.3 | 07/30/2013 | D | 2,500 | (6) | 05/05/2015 | Common Stock | 2,500 | (6) | 0 | D | ||||
| Restricted Stock Units | (7) | 07/30/2013 | D | 600 | (8) | (8) | Common Stock | 600 | (8) | 0 | D | ||||
| Restricted Stock Units | (7) | 07/30/2013 | D | 1,700 | (8) | (8) | Common Stock | 1,700 | (8) | 0 | D | ||||
| Phantom Stock Units | (9) | 07/30/2013 | D | 4,059.7 | (10) | (10) | Common Stock | 4,059.7 | (11) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SCHUMACHER DIANE K GARDNER DENVER, INC. 1500 LIBERTY RIDGE DRIVE, SUITE 3000 WAYNE, PA 19087 |
X | |||
| /s/ Brent A. Walters, Attorney-in-fact | 08/01/2013 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Bona fide gift by the Reporting Person of 265 shares to the Montini High School. |
| (2) | Price is not applicable to acquisitions or dispositions resulting from bona fide gifts. |
| (3) | Disposed of pursuant to the Agreement and Plan of Merger, dated as of March 7, 2013, by and among Gardner Denver, Inc. (the "Company"), Renaissance Parent Corp. and Renaissance Acquisition Corp. (the "Merger Agreement") in exchange for a cash payment of $76.00 per share. |
| (4) | Shares held indirectly by the Schumacher 2010 Partnership Ltd. The Reporting Person and the Reporting Person's spouse are the limited partners of the Schumacher 2010 Partnership Ltd. and the Schumacher Management Trust is the general partner. The Reporting Person and the Reporting Person's spouse are the trustees and the beneficiaries of the Schumacher Management Trust. |
| (5) | Options granted under the Company's Long-Term Incentive Plan, as amended, a Rule 16b-3 plan. |
| (6) | Pursuant to the Merger Agreement, each outstanding option, whether vested or unvested, was canceled and converted into the right to receive a cash payment representing the amount, if any, by which $76.00 exceeded the exercise price per share of common stock underlying each option. |
| (7) | Each restricted stock unit was the economic equivalent of one share of the Company's common stock. |
| (8) | Pursuant to the Merger Agreement, any vesting conditions or restrictions applicable to each restricted stock unit lapsed as of the effective time of the merger and each restricted stock unit was converted into the right to receive a cash payment of $76.00 for each share of common stock underlying a restricted stock unit. |
| (9) | The security converts to common stock on a one-for-one basis. |
| (10) | The cash value of these units will be distributed to the director or beneficiary on the first day of the month following the date upon which the director ceases to be a director of the Company for any reason (unless otherwise elected by the director in accordance with the terms of the Phantom Plan). |
| (11) | Pursuant to the Merger Agreement, each phantom stock unit was converted into the right to receive a cash payment of $76 per phantom stock unit. |
| Remarks: Brent A. Walters, Attorney-in-fact for Diane K. Schumacher, pursuant to Power of Attorney dated November 12, 2009 and filed with the SEC on January 5, 2010. | |