SEC FORM
4
SEC Form 4
| 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 |
| Estimated average burden |
| hours per response: |
0.5 |
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|
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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*
| % ROPER INDUSTRIES, INC. |
| 2160 SATELLITE BLVD., SUITE 200 |
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
ROPER INDUSTRIES INC /DE/
[ ROP ]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
|
10% Owner |
|
Officer (give title below) |
|
Other (specify below) |
|
|
3. Date of Earliest Transaction
(Month/Day/Year)
05/04/2004
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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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)
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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 |
05/04/2004 |
|
S |
|
5,000 |
D |
$50
|
144,619 |
I
|
By Spouse |
| Common Stock |
05/04/2004 |
|
S |
|
200 |
D |
$49.43
|
144,419 |
I
|
By Spouse |
| Common Stock |
05/04/2004 |
|
S |
|
200 |
D |
$49.44
|
144,219 |
I
|
By Spouse |
| Common Stock |
05/04/2004 |
|
S |
|
900 |
D |
$49.45
|
143,319 |
I
|
By Spouse |
| Common Stock |
05/04/2004 |
|
S |
|
2,100 |
D |
$49.41
|
141,219 |
I
|
By Spouse |
| Common Stock |
05/04/2004 |
|
S |
|
1,600 |
D |
$49.4
|
139,619 |
I
|
By Spouse |
| Common Stock |
|
|
|
|
|
|
|
114,944 |
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 |
| Explanation of Responses: |
|
| Remarks: |
|
|
Donald G. Calder, by Martin S. Headley, his attorney-in-fact pursuant to Power of Attorney dated March 2, 2004. |
05/04/2004 |
|
** 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. |
SECTION 16 REPORTS
POWER OF ATTORNEY
Known all by these presents,
that the undersigned hereby constitutes and appoints Shanler D. Cronk and
Martin S. Headley or either of them, signing singly, the undersigned's true
and lawful attorney-in-fact to:
(1) execute for and on behalf of the
undersigned, in the undersigned's capacity as an officer, director and/or
10% shareholder of Roper Industries, Inc. (the "Company"), Forms 3, 4, and
5 in accordance with Section 16(a) of the Securities Exchange Act of 1934
and the rules thereunder;
(2) do and perform any and all acts for and on
behalf of the undersigned which may be necessary or desirable to complete
and execute any such Forms 3, 4, or 5 and timely file such form with the
Securities and Exchange Commission and any stock exchange or similar
authority; and
(3) take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the undersigned pursurant to
this Power of Attorney shall be in such form and shall contain such terms
and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such
attorney-in-fact full power and authority to do and perform any and every
act and thing whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein granted, as fully to all
intents and purposes as the undersigned might or could do if personally
present, with full power of substitution or revocation, hereby ratifying
and confirming all that such attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, shall lawfully do or cause to be done by virtue
of this power of attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorney-in-fact, in serving in
such capacity at the request of the undersigned, are not assuming, nor is
the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.
This Power of
Attorney shall remain in full force and effect until the undersigned is no
longer required to file Forms 3, 4, and 5 with respect to the undersigned's
holdings of and transactions in securities issued by the Company, unless
earlier revoked by the undersigned in a signed writing delivered to the
foreoging attorney's-in-fact.
IN WITNESS WHEREOF, the undersigned has
caused this Power of Attorney to be executed as of this 2nd day of March,
2004.
/s/ Donald G. Calder
Donald G. Calder
CONFIRMING STATEMENT
This Statement confirms that the undersigned,
Donald G. Calder, has authorized and designated Shanler D. Cronk and Martin
S. Headley or either of them to execute and file on the undersigned's
behalf all Forms 3, 4, and 5 (including any amendments thereto) that the
undersigned may be required to file with the Securities and Exchange
Commission as a result of the undersigned's ownership of or transactions in
securities of Roper Industries, Inc. The authority of Shanler D. Cronk and
Martin S. Headley under this Statement shall continue until the undersigned
is no longer required to file Forms 3, 4, and 5 with regard to the
undersigned's ownership of or transactions in securities of Roper
Industries, Inc., unless earlier revoked in writing. The undersigned
acknowledges that neither Shanler D. Cronk nor Martin S. Headley is
assuming any of the undersigned's responsibilities to comply with Section
16 of the Securities Exchange Act of 1934, as amended.
Dated: March
2, 2004 /s/ Donald G. Calder
Donald G. Calder
Reporting Person
