Carol P. Lowe - May 14, 2021 Form 4 Insider Report for FLIR SYSTEMS INC (FLIR)

Signature
/s/ Sonia Galindo, as attorney in fact for Carol P. Lowe
Stock symbol
FLIR
Transactions as of
May 14, 2021
Transactions value $
-$4,655,336
Form type
4
Date filed
5/14/2021, 11:05 AM
Previous filing
May 12, 2021
Next filing
Jun 14, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FLIR Common Stock Disposed to Issuer -$990K -35.3K -48.6% $28.00 37.4K May 14, 2021 Direct F1
transaction FLIR Common Stock Disposed to Issuer -$2.09M -37.4K -100% $56.00 0 May 14, 2021 Direct F2
transaction FLIR Common Stock Award $0 +28.1K $0.00 28.1K May 14, 2021 Direct F3
transaction FLIR Common Stock Disposed to Issuer -$1.57M -28.1K -100% $56.00 0 May 14, 2021 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Carol P. Lowe is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Pursuant to the Agreement and Plan of Merger, dated as of January 4, 2021 (the "Merger Agreement"), by and among Teledyne Technologies Incorporated ("Teledyne"), Firework Merger Sub I, Inc. ("Merger Sub I"), Firework Merger Sub II, LLC, and FLIR Systems, Inc. ("FLIR"), Merger Sub I was merged with and into FLIR on May 14, 2021, with FLIR surviving, and immediately thereafter Merger Sub II was merged with and into FLIR, with Merger Sub II surviving. In connection therewith, each share of FLIR common stock outstanding immediately prior to the effective time of the merger of Merger Sub I with and into FLIR (the "Effective Time") was converted into the right to receive (i) $28.00 in cash and (ii) 0.0718 shares of Teledyne common stock, with any fractional shares to be paid in cash. The amount shown above represents the gross cash payment, but the actual payment will be less any applicable withholding for taxes.
F2 Pursuant to the Merger Agreement, each FLIR restricted stock unit, including performance-based restricted stock units that were earned but subject to service-based vesting ("FLIR RSU") outstanding immediately prior to the Effective Time automatically vested and was cancelled and converted into the right to receive $56.00 in cash in respect of each share of FLIR common stock subject to such FLIR RSU.
F3 Represents shares underlying performance-based restricted stock units ("FLIR PRSU"). The number of shares of FLIR common stock underlying each FLIR PRSU that became vested is equal to the greater of (i) the target number of shares set forth in the award agreement for such FLIR PRSU and (ii) the number of shares that would be achieved based on the actual achievement of the applicable performance goals if the applicable performance period ended on December 31, 2020, the last day of FLIR's calendar quarter immediately preceding the first public announcement of the transactions contemplated by the Merger Agreement.
F4 Pursuant to the Merger Agreement, each FLIR PRSU granted prior to the date of the Merger Agreement and outstanding immediately prior to the Effective Time automatically vested and was cancelled and converted into the right to receive $56.00 in respect of each share of FLIR common stock subject to such FLIR PRSU.