Bonnie McCausland 12.31.11 Form 13G
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 15)*
________________________
AIRGAS, INC.
(Name of Issuer)
________________________
COMMON STOCK
(Title of Class of Securities)
009363 10 2
(CUSIP Number)
December 31, 2011
(Date of Event Which Requires Filing of this Statement)
_________________________
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
ý Rule 13d-1(c)
¨ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following page(s))
___________________________________________________________________________________________________
Page 1 of 7 pages
CUSIP No. 009363 10 2
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bonnie F. McCausland
_____________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ý
_____________________________________________________________________________________
3. SEC USE ONLY
_____________________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________________
|
| |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. SOLE VOTING POWER 1,500 |
6. SHARED VOTING POWER 7,719,817 |
7. SOLE DISPOSITIVE POWER 1,500 |
8. SHARED DISPOSITIVE POWER 7,719,817 |
_____________________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,721,317
_____________________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
_____________________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.1%
_____________________________________________________________________________________
12. TYPE OF REPORTING PERSON*
IN
Item 1(a) Name of Issuer
Airgas, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices
Airgas, Inc.
Radnor Court
259 North Radnor‑Chester Road, Suite 100
Radnor, Pennsylvania 19087-5283
Item 2(a) Name of Person Filing
Bonnie F. McCausland
Item 2(b) Address of Principal Business Office, or, if none, Residence
667 Thomas Road
Lafayette Hill, Pennsylvania 19444
Item 2(c) Citizenship
United States
Item 2(d) Title of Class of Securities
Common Stock, par value $0.01 per share
Item 2(e) CUSIP Number
009363 10 2
Item 3 If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check
Whether the Person Filing is a:
(a) ___ Broker or dealer registered under Section 15 of the Exchange Act;
(b) ___ Bank as defined in Section 3(a)(6) of the Exchange Act;
(c) ___ Insurance company as defined in Section 3(a)(19) of the Exchange Act;
(d) ___ Investment company registered under Section 8 of the Investment Company Act;
(e) ___ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) ___ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)
(ii)(F)
(g) ___ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h) ___ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
(i) ___ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
(j) ___ Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4 Ownership
(a) and (b). Bonnie F. McCausland beneficially owned an aggregate of 7,721,317 shares of the issuer's Common Stock, or approximately 10.1% of the shares outstanding, as of December 31, 2011, of which 707,940 shares were held in GRATs (as defined below) of which Mrs. McCausland and her husband, Peter McCausland, are trustees.
(c). Bonnie F. McCausland had sole power to vote or to direct the vote, and sole power to dispose or to direct the disposition of, 1,500 shares of the issuer's Common Stock. Mrs. McCausland had shared power to vote or to direct the vote, and/or shared power to dispose or to direct the disposition of, 7,719,817 shares of the issuer's Common Stock, which included (i) 112,200 shares held by a charitable foundation (the "Foundation") of which Mrs. McCausland is an officer and director, (ii) 353,970 shares held by three separate grantor retained annuity trusts of which Mrs. McCausland is a beneficiary and co-trustee with her husband, Peter McCausland, and another trustee, and (iii) 353,970 shares held by three separate grantor retained annuity trusts of which Peter McCausland is a beneficiary and co-trustee with Mrs. McCausland and another trustee (each of the referenced grantor retained annuity trusts referred to, collectively, as the “GRATs”).
Item 5 Ownership of Five Percent or Less of a Class
Not applicable
Item 6 Ownership of More than Five Percent on Behalf of Another Person
No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the issuer's shares which are the subject of this Schedule 13G, except that, (i) with respect to 6,899,677 shares, Mr. McCausland shares with Mrs. McCausland the right, (ii) with respect to 112,200 shares, the Foundation has the exclusive right, and, (iii) with respect to 707,940 shares, the GRATs have the right, to receive the dividends from and the proceeds of sale as to such shares.
| |
Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
Not Applicable
Item 8 Identification and Classification of Members of the Group
Not Applicable
Item 9 Notice of Dissolution of Group
Not Applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose of effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 13, 2012
/s/ Bonnie F. McCausland
Bonnie F. McCausland
|
| | |
McKINLEY C. McADOO JAMES G. LOGUE ALAN N. ESCOTT GLENN S. GITOMER MARC S. MASER NANCY D. WEISBERG STEPHAN K. PAHIDES BERTRAM WOLFSON CHRISTOPHER F. WRIGHT ROBERT A. MASCIOLI | McCAUSLAND KEEN BUCKMAN Attorneys at Law Radnor Court, Suite 160 259 North Radnor-Chester Road Radnor, Pennsylvania 19087-5257 Tel 610-341-1000 FAX 610-341-1099 www.mkbattorneys.com | JOAN AGRAN JEAN P. HANNA CHRISTINE A. REUTHER DIANNE G. MORETZSOHN BLAKE T. FRITZ GARTH G. HOYT NIKOLAOS I. DEMOURTZIDIS ANDREW MAGUIRE BENJAMIN R. PICKER |
February 13, 2012
Securities and Exchange Commission
Division of Corporate Finance
100 F Street NE
Washington, DC 20549
Dear Sir or Madam:
Pursuant to the provisions of Regulation S‑T, enclosed please find Amendment No. 15 to Schedule 13G regarding Bonnie F. McCausland's beneficial ownership of the common stock of Airgas, Inc. The filing is being effected by direct transmission to the Commission's EDGAR system.
Sincerely,
/s/ Robert A. Mascioli
Robert A. Mascioli
Enclosures
cc: Bonnie F. McCausland
Robert H. Young, Jr., Vice President, General Counsel and Secretary, Airgas, Inc.