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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 | ||||||||
| Stock Option (right to buy) (1) | $ 24.55 | (2) | 02/02/2009 | Class A Common Shares | (1) | 54,000 | D | ||||||||
| Stock Option (right to buy) (1) | $ 20.27 | (2) | 01/01/2011 | Class A Common Shares | (1) | 56,000 | D | ||||||||
| Stock Option (right to buy) (1) | $ 26.52 | (2) | 01/02/2010 | Class A Common Shares | (1) | 56,000 | D | ||||||||
| Stock Option (right to buy) (1) | $ 20.9 | (2) | 01/01/2012 | Class A Common Shares | (1) | 30,000 | D | ||||||||
| Stock Option (right to buy) (1) | $ 19.53 | (3) | 02/04/2013 | Class A Common Shares | (1) | 56,000 | D | ||||||||
| Stock Option (right to buy) (1) | $ 32.18 | (4) | 02/03/2014 | Class A Common Shares | (1) | 80,000 | D | ||||||||
| Stock Option (right to buy) (1) | $ 38.69 | (5) | 02/01/2015 | Class A Common Shares | (1) | 100,000 | D | ||||||||
| Phantom Stock Units (MIU Plan) (1) | (8) | 12/01/2005 | A | 94.65 | (8) | (8) | Class A Common Shares | 94.65 | $ 0 | 7,499.7 | D | ||||
| Phantom Stock Units (EDCP) (1) | (6) | (6) | (6) | Class A Common Shares | (1) | 61,288.62 | D | ||||||||
| Phantom Stock Units (NQ-ESP) (1) (10) | (1) | (10) | (10) | Class A Common Shares | (1) | 5,665.86 | D | ||||||||
| Phantom Stock Units (EDCP II) (1) | (7) | (7) | (7) | Class A Common Shares | (1) | 8,846.21 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| NACHTIGAL PATRICIA C/O INGERSOLL-RAND COMPANY 155 CHESTNUT RIDGE ROAD MONTVALE, NJ 07645 |
X | Senior Vice President | ||
| By:/s/Barbara A. Santoro - Attorney-in-Fact | 12/05/2005 | |
| **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) | Adjusted to reflect the two-for-one stock split paid in the form of a 100% stock dividend on 9/1/2005. |
| (2) | The options vested in three equal annual installments on the first, second and third anniversaries of the date of grant. |
| (3) | The options vested in three equal annual installments beginning on 2/5/2004. |
| (4) | The options vested in three equal annual installments beginning on 2/4/2005. |
| (5) | The options vested in three equal annual installments beginning on 2/2/2006. |
| (6) | These Phantom Stock Units were acquired under the IR Executive Deferred Compensation Plan (the "EDCP") and, subject to the vesting provisions of the EDCP, are to be converted on a one-for-one basis and settled in cash upon the reporting person's termination of employment with the issuer or earlier or later upon certain elections. |
| (7) | These Phantom Stock Units were acquired under the IR Executive Deferred Compensation Plan II (the "EDCP II") and, subject to the vesting provisions of the EDCP II, are to be converted on a one-for-one basis and settled in cash upon the reporting person's termination of employment with the issuer or earlier or later upon certain elections. |
| (8) | These Phantom Stock Units were acquired under the Ingersoll-Rand Company Management Incentive Unit Plan (the "MIU Plan") and, subject to the vesting provisions of the MIU Plan, are to be settled in cash after the reporting person's termination of employment with the issuer either over a 10-year period or as a lump sum on a date elected by the reporting person. |
| (9) | Latest available information provided by the trustee of the Ingersoll-Rand Employee Savings Plan and the Ingersoll-Rand Company Leveraged Employee Stock Ownership Plan. |
| (10) | These Phantom Stock Units were acquired under the Ingersoll-Rand Company Supplemental Employee Savings Plan, formerly the Ingersoll-Rand Company Supplemental Savings and Stock Incentive Plan, (the "NQ-ESP") and, subject to the vesting provisions of the NQ-ESP, are to be settled in cash six months after termination of employment or January 1 of the year following termination, whichever is later. |