SC 13G
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 25)*
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AIRGAS, INC.
(Name of Issuer)
________________________
COMMON STOCK
(Title of Class of Securities)
009363 10 2
(CUSIP Number)
December 31, 2015
(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)
ý 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))
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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
Peter 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
_____________________________________________________________________________________
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. SOLE VOTING POWER 129,027 |
6. SHARED VOTING POWER 6,918,927 |
7. SOLE DISPOSITIVE POWER 129,027 |
8. SHARED DISPOSITIVE POWER 6,918,927 |
_____________________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,047,954
_____________________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨
_____________________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.7%
_____________________________________________________________________________________
12. TYPE OF REPORTING PERSON*
IN
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Item 1(a) | | Name of Issuer |
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| | Airgas, Inc. |
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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 |
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Item 2(a) | | Name of Person Filing |
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| | Peter McCausland |
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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 |
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Item 2(c) | | Citizenship |
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| | United States |
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Item 2(d) | | Title of Class of Securities |
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| | Common Stock, par value $0.01 per share |
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Item 2(e) | | CUSIP Number |
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| | 009363 10 2 |
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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). |
(a) and (b). Peter McCausland beneficially owned an aggregate of 7,047,954 shares of the issuer’s Common Stock, or approximately 9.7% of the shares outstanding, as of December 31, 2015, of which 61,250 shares were issuable upon the exercise of employee stock options.
(c). Peter McCausland had sole power to vote or to direct the vote, and sole power to dispose or to direct the disposition of, 129,027 shares of the issuer’s Common Stock, of which 61,250 shares were issuable upon the 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, 6,918,927 shares of the issuer’s Common Stock, which included 1,289,392 shares held by a charitable foundation (the “Foundation”) of which Mr. McCausland is an officer and a director.
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Item 5 | | Ownership of Five Percent or Less of a Class |
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| | Not Applicable |
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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 5,629,535 shares, Mrs. McCausland shares with Mr. McCausland the right, and (ii) with respect to 1,289,392 shares, the Foundation has the exclusive right.
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Item 7 | | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
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| | Not Applicable |
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Item 8 | | Identification and Classification of Members of the Group |
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| | Not Applicable |
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Item 9 | | Notice of Dissolution of Group |
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| | Not Applicable |
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Item 10 | | Certification |
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| | 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 or effect, other than activities solely in connection with a nomination under §240.14a-11.
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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: January 29, 2016
/s/ Peter McCausland
Peter McCausland
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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 HANNA BICKHART CHRISTINE A. REUTHER DIANNE G. MORETZSOHN BLAKE T. FRITZ GARTH G. HOYT ANDREW MAGUIRE BENJAMIN R. PICKER MICHAEL B. LUTZ DAVID J. MARTIN |
January 29, 2016
Securities and Exchange Commission
Division of Corporation 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. 25 to Schedule 13G regarding Peter 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/ Michael B. Lutz
Michael B. Lutz
Enclosures
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cc: | Peter McCausland |
| Robert H. Young, Jr., Senior Vice President and General Counsel, Airgas, Inc. |