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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 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 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Phantom Stock Units | (2) | 09/17/2013 | D(2) | 50,928 | (2) | (2) | Common Stock | 50,928 | (2) | 0 | D | ||||
| Restricted Deferred Stock Units | (2) | 09/17/2013 | D(2) | 24,462 | (2) | (2) | Common Stock | 24,462 | (2) | 0 | D | ||||
| Stock Option (right to buy) | (3) | 09/17/2013 | D(3) | 0 (3) | (3) | (3) | Common Stock | 0 (3) | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SHAFFER OREN C/O INTERMEC, INC. 6001 36TH AVE. WEST EVERETT, WA 98203-1264 |
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| /s/ Nancy Gallup, attorney-in-fact | 09/17/2013 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Disposed of pursuant to the agreement and plan of merger ("Merger Agreement"), dated as of December 9, 2012, by and among the issuer, Honeywell International Inc. ("Honeywell") and Hawkeye Merger Sub Corp., a wholly owned subsidiary of Honeywell, pursuant to which the outstanding shares of the issuer's common stock were converted into the right to receive $10.00 per share in cash, without interest. |
| (2) | Each phantom stock unit and restricted deferred stock unit represents the economic equivalent of one share of issuer common stock. The units are deferred under the Intermec Director Deferred Compensation Plan and become payable in shares of issuer common stock in the month of January following the year in which the reporting person terminates services as a director (or in subsequent years in the event of future deferral elections) or following a change of control of the issuer. Pursuant to the Merger Agreement, each unit was cancelled in exchange for payment of the merger consideration of $10.00 per share. |
| (3) | Pursuant to the Merger Agreement, options held by the reporting person with exercise prices greater than $10.00 per share were cancelled without the payment of any consideration therefor. The disposition of such options is not reported. |