Sec Form 4 Filing - CLANCEY JOHN P @ AIRGAS INC - 2016-05-23

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
CLANCEY JOHN P
2. Issuer Name and Ticker or Trading Symbol
AIRGAS INC [ ARG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O AIRGAS, INC., 259 N. RADNOR-CHESTER ROAD, STE. 100
3. Date of Earliest Transaction (MM/DD/YY)
05/23/2016
(Street)
RADNOR, PA19087
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 05/23/2016 D 500 ( 1 ) D $ 143 ( 1 ) 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) $ 67.63 05/23/2016 D 5,500 ( 2 ) 09/23/2018 Common Stock 5,500 ( 2 ) 0 D
Stock Option (Right to Buy) $ 64.05 05/23/2016 D 5,782 ( 2 ) 08/29/2019 Common Stock 5,782 ( 2 ) 0 D
Stock Option (Right to Buy) $ 82.74 05/23/2016 D 4,600 ( 2 ) 08/14/2020 Common Stock 4,600 ( 2 ) 0 D
Stock Option (Right to Buy) $ 105.41 05/23/2016 D 4,500 ( 2 ) 08/06/2021 Common Stock 4,500 ( 2 ) 0 D
Stock Option (Right to Buy) $ 107.17 05/23/2016 D 5,000 ( 2 ) 08/05/2022 Common Stock 5,000 ( 2 ) 0 D
Stock Option (Right to Buy) $ 102.7 05/23/2016 D 6,300 ( 2 ) 08/04/2023 Common Stock 6,300 ( 2 ) 0 D
Phantom Stock ( 3 ) 05/23/2016 D 3,094.7404 ( 3 ) ( 3 ) Common Stock 3,094.7404 $ 143 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CLANCEY JOHN P
C/O AIRGAS, INC.
259 N. RADNOR-CHESTER ROAD, STE. 100
RADNOR, PA19087
X
Signatures
Robert H. Young, Jr., Attorney-in-Fact for John P. Clancey 05/24/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Disposed of pursuant to an Agreement and Plan of Merger, dated as of November 17, 2015, among the Issuer, L'Air Liquide, S.A. and AL Acquisition Corporation, an indirect wholly owned subsidiary of Air Liquide ("Merger Agreement"), in exchange for the cash merger consideration of $143.00 per share of Airgas, Inc. common stock disposed of by the reporting person in connection with the merger.
( 2 )Pursuant to the Merger Agreement, each stock option outstanding on the effective date of the merger, whether vested or unvested, was canceled in exchange for a cash payment equal to the product of (x) the excess of the cash per share merger consideration ($143.00) over the exercise price of the stock option and (y) the number of shares of common stock subject to the option on the effective day of the merger.
( 3 )Represents phantom stock acquired pursuant to Airgas, Inc.'s deferred compensation plan. Pursuant to the Merger Agreement, on the effective date of the merger, all notional investments denominated in Airgas, Inc. common stock in the deferred compensation plan were converted into notional investments in cash, based on the merger consideration of $143.00 per share, and the notional cash was deemed reinvested in other investment funds available under the plan.

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