- Statement of Changes in Beneficial Ownership (4)
04 February 2010 - 5:24AM
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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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
*
CRANE CO /DE/
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2. Issuer Name
and
Ticker or Trading Symbol
MERRIMAC INDUSTRIES INC
[
MRM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
100 FIRST STAMFORD PLACE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/3/2010
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(Street)
STAMFORD, CT 06902
(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)
___ Form filed by One Reporting Person
_
X
_ 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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2/3/2010
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2/3/2010
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P
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1692877
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A
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$16.00
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2796642
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D
(1)
(2)
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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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Explanation of Responses:
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(
1)
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These shares are directly beneficially owned by Crane Merger Co., a wholly owned subsidiary of Crane Co., pursuant to its completion of a tender offer for all outstanding shares of common stock of Merrimac Industries, Inc., which expired on February 2, 2010 at 12:00 midnight (EST). As of the expiration of the tender offer, approximately 2,773,480 shares were validly tendered and not properly withdrawn, and the depositary for the tender offer has also received commitments to tender 23,162 additional shares under the tender offer's guaranteed delivery procedures. The number of shares on this Form 4 represents the shares acquired in the tender offer less the shares already deemed beneficially owned prior to the completion of the tender offer, as described on the Form 3 of Crane Co. and Crane Merger Co. filed on January 4, 2010.
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(
2)
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For more information, see Amendment No. 6 to the Schedule TO of Crane Co. and Crane Merger Co. filed with the Securities and Exchange Commission on February 3, 2010.
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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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CRANE CO /DE/
100 FIRST STAMFORD PLACE
STAMFORD, CT 06902
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X
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Crane Merger Co.
100 FIRST STAMFORD PLACE
STAMFORD, CT 06902
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X
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Signatures
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/s/ Timothy J. MacCarrick, Crane Co. Timothy J. MacCarrick, Chief Financial Officer
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2/3/2010
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**
Signature of Reporting Person
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Date
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/s/ Timothy J. MacCarrick, Crane Merger Co. Timothy J. MacCarrick, Vice President
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2/3/2010
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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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