- Statement of Changes in Beneficial Ownership (4)
August 13 2012 - 6:08PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
BLACK CHESTER B
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2. Issuer Name
and
Ticker or Trading Symbol
LINCARE HOLDINGS INC
[
LNCR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
19387 US 19 NORTH
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/13/2012
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(Street)
CLEARWATER, FL 33764
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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8/13/2012
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D
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66000
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D
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$41.50
(1)
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66000
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Options (right to buy)
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$28.22
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8/13/2012
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D
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108000
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1/1/2009
(2)
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8/30/2013
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Common Stock
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108000
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(5)
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0
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D
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Stock Options (right to buy)
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$26.02
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8/13/2012
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D
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36000
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12/1/2008
(3)
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5/31/2015
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Common Stock
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36000
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(5)
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0
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D
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Stock Options (right to buy)
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$20.38
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8/13/2012
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D
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36000
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11/1/2012
(4)
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12/1/2017
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Common Stock
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36000
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(5)
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0
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D
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Explanation of Responses:
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(
1)
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Pursuant to a merger agreement between the issuer and Linde US Inc., all restricted shares of common stock that had not previously vested were converted into the right to receive the merger consideration of $41.50 per share in cash.
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(
2)
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Stock options vest in three equal installments on 01/01/2007, 01/01/2008 and 01/01/2009.
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(
3)
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Stock options vest 100% on 12/01/2008.
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(
4)
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Stock options vest in three equal installments on 11/01/2010, 11/01/2011 and 11/01/2012.
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(
5)
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Pursuant to a merger agreement between the issuer and Linde US Inc., all stock options, whether vested or unvested, were cancelled and converted into the right to receive a cash payment of $41.50 less the exercise price per share.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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BLACK CHESTER B
19387 US 19 NORTH
CLEARWATER, FL 33764
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X
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Signatures
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C.B. Black by P.G. Gabos as attorney in fact
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8/13/2012
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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