| 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
|
| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Expires: |
December 31, 2014 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
|
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
*
| PALL CORPORATION, |
| 25 HARBOR PARK DRIVE |
(Street)
|
2. Issuer Name
and
Ticker or Trading Symbol
PALL CORP
[
PLL
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
Director |
|
10% Owner |
| X |
Officer (give title below) |
|
Other (specify below) |
| Chief Financial Officer |
|
3. Date of Earliest Transaction
(Month/Day/Year)
12/16/2014
|
4. If Amendment, Date of Original Filed
(Month/Day/Year)
|
6. Individual or Joint/Group Filing (Check
Applicable Line)
| X |
Form filed by One Reporting Person |
|
Form filed by More than One Reporting
Person |
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned |
|---|
| 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
|
12/16/2014 |
|
M |
|
10,086
|
A
|
$
66.12
|
10,086
|
D
|
|
|
Common Stock
|
12/16/2014 |
|
M |
|
20,172
|
A
|
$
66.12
|
30,258
|
D
|
|
|
Common Stock
|
12/16/2014 |
|
M |
|
7,974
|
A
|
$
82.47
|
38,232
|
D
|
|
|
Common Stock
|
12/16/2014 |
|
D |
|
7,902
|
D
|
$
94.38
|
30,330
|
D
|
|
|
Common Stock
|
12/16/2014 |
|
D |
|
20,172
|
D
|
$
94.49
|
10,158
|
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
(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 |
|
Employee Stock Option (Right to Buy)
|
$
66.12
|
12/16/2014 |
|
M |
|
|
10,086
|
|
05/01/2020 |
Common Stock
|
10,086
|
$
0
|
0
|
D
|
|
|
Employee Stock Option (Right to Buy)
|
$
66.12
|
12/16/2014 |
|
M |
|
|
20,172
|
|
05/01/2020 |
Common Stock
|
20,172
|
$
0
|
0
|
D
|
|
|
Employee Stock Option (Right to Buy)
|
$
82.47
|
12/16/2014 |
|
M |
|
|
7,974
|
|
12/11/2020 |
Common Stock
|
7,974
|
$
0
|
15,950
|
D
|
|
| Explanation of Responses: |
|
|
|
|
|
/s/ Cathleen Colvin, Attorney-in-fact for Akhil Johri |
12/18/2014 |
|
** 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. |
PALL CORPORATION
POWER OF ATTORNEY FOR
SECTION 16 AND RULE 144 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes
and appoints each of Roya Behnia, Cathleen Colvin, Adam Mandelbaum, Julie Taylor
and Jeff Molin, each acting individually, as the undersigned's true and lawful
attorney-in-fact, with full power and authority as hereinafter described, on
behalf of and in the name, place and stead of the undersigned to:
(1) prepare, execute in the undersigned's name and on the undersigned's
behalf, and submit to the U.S. Securities and Exchange Commission (the
"SEC") a Form ID, including amendments thereto, and any other documents
necessary or appropriate to obtain codes, passwords and passphrases enabling
the undersigned to make electronic filings with the SEC of reports required by
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") or
any rule or regulation of the SEC;
(2) execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of Pall Corporation, a New York
corporation (the "Company"), Forms 3, 4 and 5 in accordance with
Section 16(a) of Exchange Act and the rules of the SEC thereunder, and
Form 144 in accordance with Section 4(1) of the Securities Act of 1933
(the "Securities Act") and Rule 144 thereunder;
(3) seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's common
stock from any third party, including brokers, employee benefit plan
administrators and trustees, and the undersigned hereby authorizes any such
person to release any such information to the undersigned and approves and
ratifies any such release of information; and
(4) perform any and all other acts which in the discretion of such
attorney-in-fact are necessary or desirable for and on behalf of the
undersigned in connection with the foregoing.
The undersigned hereby ratifies any such forms, amendments and documents
prepared, executed or submitted on the undersigned's behalf, and acts performed
in connection with the foregoing, by any of the aforementioned individuals prior
to the date hereof.
The undersigned acknowledges that:
(1) this power of attorney authorizes, but does not require, each such
attorney-in-fact to act in his or her discretion on information provided to such
attorney-in-fact without independent verification of such information;
(2) any documents prepared and/or executed by any such attorney-in-fact
on behalf of the undersigned pursuant to this power of attorney will be in such
form and will contain such information and disclosure as such attorney-in-fact,
in his or her discretion, deems necessary or desirable;
(3) neither the Company nor any of such attorneys-in-fact assumes (i) any
liability for the undersigned's responsibility to comply with the requirements
of the Securities Act and the Exchange Act, (ii) any liability of the
undersigned for any failure to comply with such requirements, or (iii) any
obligation or liability of the undersigned for profit disgorgement as provided
in Section 16(b) of the Exchange Act; and
(4) this power of attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under the
Securities Act and the Exchange Act, including without limitation the
reporting requirements under Section 16(a) of the Exchange Act.
The undersigned hereby gives and grants each of the foregoing attorneys-in-
fact full power and authority to do and perform all and every act and thing
whatsoever requisite, necessary or appropriate to be done in and about the
foregoing matters as fully to all intents and purposes as the undersigned might
or could do if present, hereby ratifying all that each such attorney-in-fact
shall, for and on behalf of the undersigned, lawfully do or cause to be done
by virtue of this power of attorney.
This power of attorney shall remain in full force and effect until
revoked by the undersigned in a signed writing delivered to each such attorney-
in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 9 day of June, 2014.
_/s/ Akhil Johri__________
Signature
Akhil Johri
Print Name
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