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
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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*
BENJAMIN JEFFREY D

(Last) (First) (Middle)
1717 DEERFIELD ROAD

(Street)
DEERFIELD IL 60015

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DADE BEHRING HOLDINGS INC [ DADE ]
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)
10/01/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
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) 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
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
Stock Units(1) $0.00(2) 10/01/2007 A 0.398(3) (4) (4) Common Stock 0.398 $76.03 9,052.042 D
Stock Units(5) $0.00(2) 10/01/2007 A 5.951(6) (4) (4) Common Stock 5.951 $76.03 9,057.993 D
Stock Units(5) $0.00(2) 10/01/2007 A 179.645(7) (4) (4) Common Stock 179.645 $76.54 9,237.638 D
Explanation of Responses:
1. Acquired pursuant to the Dade Behring 2004 Incentive Compensation Plan.
2. Stock Units convert to common stock at a ratio of 1 for 1.
3. Equal to the number of Stock Units credited under the Dade Behring 2004 Incentive Compensation Plan upon conversion as of October 1, 2007 of the cash dividend equivalent balance accrued during the preceding quarter. The Stock Unit conversion was made as of October 1, 2007 by dividing the accrued cash dividend equivalent balance for the quarter of $0.05 per Stock Unit by $76.03 which is the closing price for Dade Behring common stock reported by Nasdaq for September 17, 2007, the date of the cash dividend payment.
4. The Stock Units vest immediately and are to be settled in Dade Behring common stock as soon as administratively feasible after the first day of the second calendar month immediately following the month in which termination of service as a director occurs.
5. Acquired pursuant to the Dade Behring Nonemployee Directors' Deferred Stock Compensation Plan.
6. Equal to the number of Stock Units credited under the Dade Behring Nonemployee Directors' Deferred Stock Compensation Plan upon conversion as of October 1, 2007 of the cash dividend equivalent balance accrued during the preceding quarter. The Stock Unit conversion was made as of October 1, 2007 by dividing the accrued cash dividend equivalent balance for the quarter of $0.05 per Stock Unit by $76.03 which is the closing price for Dade Behring common stock reported by Nasdaq for September 17, 2007, the date of the cash dividend payment.
7. Equal to the amount of compensation deferred under the Dade Behring Nonemployee Directors' Deferred Stock Compensation Plan, divided by $76.54 which is the closing price for Dade Behring common stock reported by Nasdaq for October 1, 2007.
Remarks:
See attached footnote page.
Louise S. Pearson, Attorney in Fact, 10/03/2007
** 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).
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