Form SC 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]
August 22 2024 - 6:04AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13D
Under the Securities
Exchange Act of 1934
(Amendment No. 4)*
Atrion
Corporation
(Name of Issuer)
Common Stock
(Title of Class
of Securities)
049904105
(CUSIP Number)
Emile A Battat, One Allentown Parkway, Allen, Texas 75002 (972) 390-9800
(Name, Address
and Telephone Number of Person Authorized to Receive Notices and Communications)
Copies To:
B. G. Minisman,
Jr.
Baker, Donelson,
Bearman, Caldwell & Berkowitz, P.C.
1901 Sixth Avenue,
North. Suite 2600
Birmingham, Alabama
35203
(205) 328-0480
August 21, 2024
(Date of Event which
Requires Filing of this Statement)
If the filing person
has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.
I 3d-7 for other parties to whom copies are to be sent.
*
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 disclosures provided in a prior cover page.
The
information required on 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).
CUSIP No. 049904105 |
SCHEDULE 13D |
Page 2 of 4 |
1. |
Names of Reporting Persons. |
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I.R.S. Identification Nos. of above persons (entities only). |
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Emile A Battat |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
4. | Source of Funds (See Instructions) |
OO |
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5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e) |
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6. | Citizenship or Place of Organization |
United States |
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Number of
Shares
Beneficially by
Owned by Each
Reporting
Person With |
7. |
Sole Voting Power |
0 |
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8. |
Shared Voting Power |
0 |
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9. |
Sole Dispositive Power |
0 |
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10. |
Shared Dispositive Power |
0 |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
0 |
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
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13. |
Percent of Class Represented by Amount in Row (11) |
0 |
14. |
Type of Reporting Person (See Instructions) |
IN |
CUSIP No. 049904105 |
SCHEDULE 13D |
Page 3 of 4 |
This Amendment No. 4 to Schedule 13D amends and
supplements the Schedule 13D as initially filed with the Securities and Exchange Commission (the “SEC”) by Emile A Battat
on March 3, 2003, as amended by Amendment No. 1 filed with the SEC by Mr. Battat on October 3, 2003, Amendment No. 2 filed with the SEC
by Mr. Battat on January 4, 2013, and Amendment No. 3 filed with the SEC by Mr. Battat on May 29, 2024, which Schedule 13D relates to
the common stock, par value $.10 per share (the “Shares”), of Atrion Corporation, a Delaware corporation (the “Issuer”).
On August 21, 2024, (the “Effective Time”),
pursuant to the terms of the Agreement and Plan of Merger, dated as of May 28, 2024 (the “Merger Agreement”), by and among
Nordson Corporation, an Ohio corporation (“Nordson”), Alpha Medical Merger Sub, Inc., a Delaware corporation and a wholly
owned subsidiary of Nordson (“Merger Sub”), and the Issuer, Merger Sub merged with and into the Issuer, with the Issuer surviving
the merger as a wholly owned subsidiary of Nordson (the “Merger”). At the Effective Time, each outstanding Share and each
derivative security of the Issuer was cancelled and converted into the right to receive $460.00 in cash, without interest.
Item 4. Purpose of Transaction.
Item 4 of Schedule 13D, as amended, is amended
and supplemented to report as follows:
(c) Immediately prior to the Effective Time, Mr.
Battat ceased being a director and officer of the Issuer.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D, as amended, is hereby amended and restated
as follows:
(a) - (b) As a result of the Merger, Mr.
Battat does not beneficially own any Shares.
(c) At the Effective Time, pursuant to the terms of the Merger Agreement,
150,616 Shares held by Mr. Battat were cancelled and converted into the right to receive $460.00 per Share in cash and 310.87 restricted
stock units credited to Mr. Battat were converted into the right to receive $460.00 in cash for each restricted stock unit, without interest,
(d) Not applicable.
(e) August 21, 2024.
CUSIP No. 049904105 |
SCHEDULE 13D |
Page 4 of 4 |
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.
Dated: August 22, 2024 |
/s/ Emile A Battat |
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Emile A Battat |
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