Sec Form 4 Filing - Warekois Tom E @ IRIS INTERNATIONAL INC - 2012-10-31

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Warekois Tom E
2. Issuer Name and Ticker or Trading Symbol
IRIS INTERNATIONAL INC [ IRIS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Corp VP, Pres IRIS Diagnostics
(Last) (First) (Middle)
C/O IRIS INTERNATIONAL, INC., 9158 ETON AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
10/31/2012
(Street)
CHATSWORTH, CA91311
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 10/31/2012 U 22,734 D $ 19.5 0 D
Common Stock 10/31/2012 M 29,167 A $ 11.65 29,167 D
Common Stock 10/31/2012 M 43,982 A $ 9.99 73,149 D
Common Stock 10/31/2012 M 19,848 A $ 11.97 92,997 D
Common Stock 10/31/2012 M 5,317 A $ 9.81 98,314 D
Common Stock 10/31/2012 M 2,417 A $ 9.81 100,731 D
Common Stock 10/31/2012 F( 1 ) 70,435 D $ 19.5 30,296 D
Common Stock 10/31/2012 S( 2 ) 30,296 D $ 19.5 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Stock Option (Right to Buy) $ 11.65 10/31/2012 M 29,167 ( 3 ) 03/04/2013 Common Stock 29,167 $ 0 0 D
Stock Option (Right to Buy) $ 9.99 10/31/2012 M 43,982 ( 4 ) 02/20/2016 Common Stock 43,982 $ 0 6,284 D
Stock Option (Right to Buy) $ 11.97 10/31/2012 M 19,848 ( 5 ) 02/23/2017 Common Stock 19,848 $ 0 11,910 D
Stock Option (Right to Buy) $ 9.81 10/31/2012 M 5,317 ( 6 ) 02/24/2018 Common Stock 5,317 $ 0 8,862 D
Stock Option (Right to Buy) $ 9.81 10/31/2012 M 2,417 ( 6 ) 02/24/2018 Common Stock 2,417 $ 0 4,029 D
Stock Option (Right to Buy) $ 9.99 10/31/2012 D 6,284 ( 7 ) 02/20/2016 Common Stock 6,284 $ 9.51 0 D
Stock Option (Right to Buy) $ 11.97 10/31/2012 D 11,910 ( 7 ) 02/23/2017 Common Stock 11,910 $ 7.53 0 D
Stock Option (Right to Buy) $ 9.81 10/31/2012 D 8,862 ( 7 ) 02/24/2018 Common Stock 8,862 $ 9.69 0 D
Stock Option (Right to Buy) $ 9.81 10/31/2012 D 4,029 ( 7 ) 02/24/201 8 Common Stock 4,029 $ 9.69 0 D
Performance Restricted Stock Units ( 8 ) 10/31/2012 A 12,800 ( 9 ) ( 9 ) Common Stock 12,800 $ 0 12,800 D
Performance Restricted Stock Units ( 8 ) 10/31/2012 D 12,800 ( 9 ) ( 9 ) Common Stock 12,800 $ 19.5 0 D
Restricted Stock Units ( 8 ) 10/31/2012 D 1,755 ( 10 ) ( 10 ) Common Stock 1,755 $ 19.5 0 D
Restricted Stock Units ( 8 ) 10/31/2012 D 5,157 ( 10 ) ( 10 ) Common Stock 5,157 $ 19.5 0 D
Restricted Stock Units ( 8 ) 10/31/2012 D 12,800 ( 10 ) ( 10 ) Common Stock 12,800 $ 19.5 0 D
Restricted Stock Units ( 8 ) 10/31/2012 D 25,600 ( 10 ) ( 10 ) Common Stock 25,600 $ 19.5 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Warekois Tom E
C/O IRIS INTERNATIONAL, INC.
9158 ETON AVENUE
CHATSWORTH, CA91311
Corp VP, Pres IRIS Diagnostics
Signatures
/s/ Todd M. Graham, Attorney-in-Fact 11/01/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares were retained by the company in payment of the exercise price and/or withholding taxes incurred in connection with the exercise of options.
( 2 )Pursuant to a Tender and Support Agreement dated September 17, 2012 by and among each director and officer of IRIS International, Inc., IRIS International, Inc., Danaher Corporation and Daphne Acquisition Corporation, the reporting person sold these shares of Common Stock to Daphne Acquisition Corporation in exchange for consideration of $19.50 per share.
( 3 )Vested 25% on March 4, 2009, and thereafter 6.25% vested in 12 equal quarterly installments with the first such installment vesting on June 30, 2009.
( 4 )Vested 25% on February 20, 2010, and thereafter 6.25% will vest / vested in 12 equal quarterly installments with the first such installment vesting on June 30, 2010.
( 5 )Vested 25% on February 23, 2011, and thereafter 6.25% will vest / vested in 12 equal quarterly installments with the first such installment vesting on June 30, 2011.
( 6 )Vested 25% on February 24, 2012, and thereafter 6.25% will vest / vested in 12 equal quarterly installments with the first such installment vesting on June 30, 2012.
( 7 )Pursuant to the Agreement and Plan of Merger dated September 17, 2012 by and among Danaher Corporation, Daphne Acquisition Corporation and IRIS International, Inc. (the "Merger Agreement"), this option vested in full and was cancelled in the merger in exchange for a cash amount equal to the number of shares underlying this option multiplied by the difference between the per share merger consideration of $19.50 and the per share exercise price of this option.
( 8 )Each restricted stock unit represents a contingent right to receive one share of IRIS International, Inc. common stock.
( 9 )Pursuant to the Merger Agreement, these performance restricted stock units, which were granted on February 27, 2012 and were subject to performance-based and time-based vesting, vested in full at the target level of performance and were cancelled in the merger in exchange for a cash amount equal to the number of shares underlying the performance restricted stock units multiplied by the per share merger consideration of $19.50.
( 10 )Pursuant to the Merger Agreement, these restricted stock units vested in full and were cancelled in the merger in exchange for a cash amount equal to the number of shares underlying the restricted stock units multiplied by the per share merger consideration of $19.50.

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