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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 | ||||||||
| Forward Sale Contract (right/obligation to sell) | (1) (2) (3) | 02/04/2005 | J | 300,000 | 02/04/2005 | 02/04/2005 | Common Stock | 300,000 | (4) | 0 (1) (2) (3) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MCCAUSLAND PETER C/O AIRGAS, INC. 259 N. RADNOR-CHESTER ROAD, SUITE 100 RADNOR, PA 19087 |
X | X | Chairman of the Board and CEO | |
| Dean A. Bertolino, Attorney-in-Fact for Peter McCausland | 02/08/2005 | |
| **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) | On February 4, 2005, the Reporting Person settled his obligation to deliver up to 300,000 shares of Airgas, Inc. common stock ("Common Stock") (or an equivalent amount of cash) under a pre-paid variable share forward contract enterred into by the Reporting Person and an unaffiliated buyer (the "Buyer") on January 29, 2002, and amended on June 6, 2003 (the "Contract"), relating to a maximum of 1,500,000 shares of Common Stock. Upon entering the Contract, the Reporting Person received a cash paymet of $18,477,870 in exchange for his obligation to deliver shares to the Buyer at its termination as more fully described in the footnotes below. The Contract was enterred into three years ago before trading commenced on the NYSE on January 29, 2002 and a public announcement was issued at such time explaining the material terms of the Contract. A timely Form 4 was filed on February 11, 2002 to report the commencement of the Contract and on June 10, 2003 to reflect the amendment. |
| (2) | Under the amended Contract, the Reporting Person agreed to deliver a number of shares of Common Stock on the third NYSE business day after each of January 14, 2005, January 21, 2005, January 28, 2005, February 4, 2005 and February 11, 2005 (each, a "Termination Date") pursuant to the following formula: (i) if the price of Common Stock on the applicable Termination Date (the "Final Price") is less than $16.50 (the "Floor Price"), 300,000 shares; (ii) if the Final Price is less than or equal to $22.00 (the "Cap Price") but greater than or equal to the Floor Price, then a number of shares equal to 300,000 shares times the Floor Price divided by the Final Price; (iii) if the Final Price is greater than the Cap Price, then a number of shares equal to 300,000 shares multiplied by a fraction, the numerator of which is the sum of the Floor Price and the difference between the Final Price and the Cap Price, and the denominator of which is the Final Price. |
| (3) | Based upon an increased dividend on the Common Stock on June 14, 2004, under the terms of the amended Contract, the Floor Price and Cap Price were reduced to $16.485 and $21.985, respectively. The Final Price upon settlement of the fourth tranche of shares deliverable to the Buyer on the fourth Termination Date was $24.85 per share. Accordingly, the Reporting Person transferred 233,601 shares of Common Stock to the Buyer and retained and was not required to deliver to the Buyer 66,399 shares. |
| (4) | Not applicable. |
| (5) | Includes 15,700 shares owned directly by Peter McCausland and indirectly by Bonnie F. McCausland and 300,000 shares subject to a pre-paid variable share forward contract. |
| (6) | Includes 1,500 shares owned directly by Bonnie F. McCausland and indirectly by Peter McCausland. |
| (7) | Represents shares beneficially owned by Bonnie F. McCausland as trustee of a trust for the benefit of Peter McCausland's children. |
| (8) | The information presented is as of 12/15/2004, the date of the latest available statement of the reporting person's holdings of Airgas, Inc. common stock in his 401(k) plan. Since 3/31/2004, the date relied upon for the amount reported on the reporting person's May 12, 2004 Form 4, a total of 187 shares have been acquired in transactions exempt from Section 16(b) by Rule 16b-3(c). |