UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 19)*
AIRGAS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
009363 10 2
(CUSIP Number)
December 31, 2009
(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)
¨ Rule 13d-1(c)
x 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 | 13G |
Page 2 of 7 pages |
| 1. | NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter McCausland | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
| |||||
| 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
695,224 | ||||
| 6. | SHARED VOTING POWER
7,439,813 | |||||
| 7. | SOLE DISPOSITIVE POWER
695,224 | |||||
| 8. | SHARED DISPOSITIVE POWER
7,439,813 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,135,037 | |||||
| 10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
| |||||
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.8% | |||||
| 12. |
TYPE OF REPORTING PERSON*
IN | |||||
| 13G |
Page 3 of 7 pages |
| 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 | |
| Peter McCausland | ||
| Item 2(b) | Address of Principal Business Office, or, if none, Residence | |
| Airgas, Inc. Radnor Court 259 North Radnor-Chester Road, Suite 100 Radnor, Pennsylvania 19087-5283 | ||
| 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 | ||
| 13G |
Page 4 of 7 pages |
| 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). Peter McCausland beneficially owned an aggregate of 8,135,037 shares of the issuer’s Common Stock, or approximately 9.8% of the shares outstanding, as of December 31, 2009, of which (i) 633,750 shares were issuable upon the exercise of employee stock options and (ii) 1,444,210 shares were held in GRATs (as defined below) of which Mr. McCausland and his wife, Bonnie McCausland, are trustees. | ||||||
| (c). Peter McCausland had sole power to vote or to direct the vote, and sole power to dispose or to direct the disposition of, 695,224 shares of the issuer’s Common Stock, of which 633,750 shares were issuable upon exercise of employee stock options. Mr. McCausland had shared power to vote or to direct the vote, and/or shared power to dispose or to direct the disposition of, 7,439,813 shares of the Common Stock, which included (i) 75,043 shares held by a charitable foundation (the “Foundation”) of which Mr. McCausland is an officer and director, (ii) 722,105 shares held by three separate grantor retained annuity trusts of which Mr. McCausland is a beneficiary and co-trustee with his wife, Bonnie McCausland, and another trustee, and (iii) 722,105 shares held by three separate grantor retained annuity trusts of which Bonnie McCausland is a beneficiary and co-trustee with Mr. McCausland and another trustee (each of the referenced grantor retained annuity trusts referred to, collectively, as the “GRATs”). | ||||||
| 13G |
Page 5 of 7 pages |
| 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 7,364,770 shares, Mrs. McCausland shares with Mr. McCausland the right, (ii) with respect to 75,043 shares, the Foundation has the exclusive right, and, (iii) with respect to 1,444,210 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 | |
| Not Applicable | ||
| 13G |
Page 6 of 7 pages |
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 3, 2010
| /S/ PETER MCCAUSLAND |
| Peter McCausland |