| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 05/11/2010 |
3. Issuer Name and Ticker or Trading Symbol
PALL CORP [ PLL ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 164.46 | 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 Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Employee Stock Option (Right to Buy) | 09/01/2007 | 09/01/2011 | Common Stock | 1,000 | 24.8 | D | |
| Employee Stock Option (Right to Buy) | 09/01/2008 | 09/01/2011 | Common Stock | 1,000 | 24.8 | D | |
| Employee Stock Option (Right to Buy) | 07/27/2006 | 07/27/2012 | Common Stock | 800 | 30.83 | D | |
| Employee Stock Option (Right to Buy) | 07/27/2007 | 07/27/2012 | Common Stock | 800 | 30.83 | D | |
| Employee Stock Option (Right to Buy) | 07/27/2008 | 07/27/2012 | Common Stock | 800 | 30.83 | D | |
| Employee Stock Option (Right to Buy) | 07/27/2009 | 07/27/2012 | Common Stock | 800 | 30.83 | D | |
| Employee Stock Option (Right to Buy) | 07/27/2007 | 07/27/2013 | Common Stock | 800 | 25.85 | D | |
| Employee Stock Option (Right to Buy) | 07/27/2008 | 07/27/2013 | Common Stock | 800 | 25.85 | D | |
| Employee Stock Option (Right to Buy) | 07/27/2009 | 07/27/2013 | Common Stock | 800 | 25.85 | D | |
| Employee Stock Option (Right to Buy) | 07/27/2010 | 07/27/2013 | Common Stock | 800 | 25.85 | D | |
| Employee Stock Option (Right to Buy) | 07/17/2008 | 07/17/2014 | Common Stock | 652 | 48.72 | D | |
| Employee Stock Option (Right to Buy) | 07/17/2009 | 07/17/2014 | Common Stock | 653 | 48.72 | D | |
| Employee Stock Option (Right to Buy) | 07/17/2010 | 07/17/2014 | Common Stock | 652 | 48.72 | D | |
| Employee Stock Option (Right to Buy) | 07/17/2011 | 07/17/2014 | Common Stock | 653 | 48.72 | D | |
| Employee Stock Option (Right to Buy) | 07/15/2009 | 07/15/2015 | Common Stock | 1,037 | 39.02 | D | |
| Employee Stock Option (Right to Buy) | 07/15/2010 | 07/15/2015 | Common Stock | 1,038 | 39.02 | D | |
| Employee Stock Option (Right to Buy) | 07/15/2011 | 07/15/2015 | Common Stock | 1,037 | 39.02 | D | |
| Employee Stock Option (Right to Buy) | 07/15/2012 | 07/15/2015 | Common Stock | 1,038 | 39.02 | D | |
| Restricted Stock Units | 07/27/2010 | 07/27/2010 | Common Stock | 2,652.95(1) | (2) | D | |
| Restricted Stock Units | 07/17/2011 | 07/17/2011 | Common Stock | 1,695.74(3) | (2) | D | |
| Restricted Stock Units | 07/15/2012 | 07/15/2012 | Common Stock | 1,973.27(4) | (2) | D | |
| Restricted Stock Units | 07/16/2013 | 07/16/2013 | Common Stock | 7,012.42(5) | (2) | D | |
| Bonus Units | 09/29/2010(6) | 09/29/2010(6) | Common Stock | 6,074(7) | (8) | D | |
| Bonus Units | 10/12/2011(6) | 10/12/2011(6) | Common Stock | 9,928(9) | (8) | D | |
| Explanation of Responses: |
| 1. This amount includes 152.95 Dividend Equivalent Units. |
| 2. The units will vest and become convertible into shares of Common Stock of the Issuer on a one-for-one basis on the date shown in Column 2 provided the Reporting Person is still employed by the Issuer or a subsidiary on that date. If employment terminates sooner, the Units will be forfeited unless termination of employment occurs because of death, disability, retirement or termination of employment without cause, in any of which events the Units may vest in whole or in part. |
| 3. This amount includes 75.74 Dividend Equivalent Units. |
| 4. This amount includes 63.27 Dividend Equivalent Units. |
| 5. This amount includes 92.42 Dividend Equivalent Units. |
| 6. The Date Exercisable (vesting date) and the Expiration Date are the fourth anniversary of the transaction date, or, if sooner, the date on which the reporting person's employment with the Issuer terminates, or, if later, the date to which the reporting person elects to defer receipt of common stock beyond the vesting date. |
| 7. This amount includes 2,873 matching units and 328 dividend equivalent units. |
| 8. The Derivative Security will vest and become convertible into shares of Common Stock on a one-for-one basis on the date shown in column 2, subject to adjustments if the reporting person's employment with the Issuer terminates under certain circumstances prior to the fourth anniversary of the date on which the units were granted. |
| 9. This amount includes 4,742 matching units and 444 dividend equivalent units. |
| Remarks: |
| /s/ Sandra Marino as Attorney-in-Fact for Yves Baratelli | 05/20/2010 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||