FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SYBRON DENTAL SPECIALTIES INC [ SYD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/16/2005 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 09/16/2005 | J(1)(2) | 61,654 | D | (1)(2) | 19,574 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Forward Contract | (1)(2) | 09/16/2005 | J(1)(2) | 76,000 | (1)(2) | (1)(2) | Common Stock | 76,000 | (1)(2) | 0 | D |
Explanation of Responses: |
1. As disclosed in his Form 3 filed on April 13, 2005, Mr. Harris entered into a variable share forward sale agreement on September 16, 2003 (the "Contract") with an unaffiliated third party with respect to a maximum of 76,000 shares of the Common Stock of Sybron Dental Specialties, Inc. (the "Company"). The Contract required the reporting person to deliver on the third trading day following September 16, 2005 a number of shares of Common Stock (or, at the option of the reporting person, the cash equivalent of such shares) equal to the lesser of (a) 76,000 or (b) a number calculated as follows: 76,000 times a fraction whose numerator is equal to the sum of (i) 25.30 and (ii) any amount by which the volume weighted average price per share for the Company's Common Stock on September 16, 2005 (the "Average Price") exceeds $32.89 and whose denominator equals the Average Price. The Average Price was $40.2095. (Continued on Footnote Number 2). |
2. Accordingly, the reporting person delivered 61,654 shares of Company Common Stock as settlement for the expiration of the Contract. Of the 76,000 shares subject to the Contract, the reporting person retained 14,346 shares. (Continued from Footnote Number 1). |
Remarks: |
Numeya Rodgers Attorney-in-Fact | 09/20/2005 | |
** 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 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). | ||
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. |