Michael T. Smith - May 14, 2021 Form 4 Insider Report for FLIR SYSTEMS INC (FLIR)

Role
Director
Signature
/s/ Sonia Galindo, Attorney-in-fact for Michael T. Smith
Stock symbol
FLIR
Transactions as of
May 14, 2021
Transactions value $
-$4,154,024
Form type
4
Date filed
5/14/2021, 11:04 AM
Previous filing
May 11, 2021
Next filing
Jan 27, 2022
SEC
View on sec.gov

Transactions Table

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

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

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
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Michael T. Smith is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

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.