Form of certificate for Convertible Preferred Stock



  
 Exhibit 4.1

 FORM OF 4.75 % SERIES B PERPETUAL CUMULATIVE CONVERTIBLE PREFERRED STOCK 

 

			
	 Number:                 
	  	                     Shares


CUSIP NO.: 854502 606 
 4.75%
Series B Perpetual Cumulative Convertible Preferred Stock 
 (no par value) 

(liquidation preference $100 per share) 
 of 
 STANLEY BLACK & DECKER, INC. 

(FORM OF FACE OF SECURITY) 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO. HAS AN INTEREST HEREIN. 
 TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE CERTIFICATE OF INCORPORATION OF THE
CORPORATION. 
 IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER
INFORMATION AS SUCH REGISTRAR AND TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. 

STANLEY BLACK & DECKER, INC., a Connecticut corporation (the “Corporation”), hereby certifies that Cede & Co. or registered
assigns (the “Holder”) is the registered owner of a number of fully paid and non-assessable shares of preferred stock of the Corporation designated the “4.75% Series B Perpetual Cumulative Convertible Preferred Stock,” with no
par value and liquidation preference $100 per share (the “Convertible Preferred Stock”) as set forth in Schedule A hereto. The shares of Convertible Preferred Stock are transferable on the books and records of the Registrar, in person or
by a duly authorized attorney, upon surrender of this 







 
certificate duly endorsed and in proper form for transfer. The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Convertible Preferred Stock
represented hereby are issued and shall in all respects be subject to the provisions of the Restated Certificate of Incorporation of the Corporation, as the same may be amended from time to time in accordance with its terms (the “Certificate of
Incorporation”). Capitalized terms used herein but not defined shall have the respective meanings given them in the Certificate of Incorporation. The Corporation will provide a copy of the Certificate of Incorporation to a Holder without charge
upon written request to the Corporation at its principal place of business. 
 Reference is hereby made to select provisions of the Convertible
Preferred Stock set forth on the reverse hereof, and to Section 3B of the Certificate of Incorporation, which select provisions and Section 3B the Certificate of Incorporation shall for all purposes have the same effect as if set forth at
this place. 
 Upon receipt of this certificate, the Holder is bound by the Certificate of Incorporation and is entitled to the benefits
thereunder. 
 Unless the Transfer Agent’s Certificate of Authentication hereon has been properly executed, the shares of Convertible
Preferred Stock evidenced hereby shall not be entitled to any benefit under the Certificate of Incorporation or be valid or obligatory for any purpose. 







  
 IN WITNESS WHEREOF, Stanley
Black & Decker, Inc. has executed this certificate as of the date set forth below. 
  

					
	STANLEY BLACK & DECKER, INC.
		
	By:	 	  

		 	Name:	  	
		 	Title:	  	
	
	Dated:                     









  
 (FORM OF TRANSFER
AGENT’S CERTIFICATE OF AUTHENTICATION) 
 This is one of the certificates representing shares of Preferred Stock referred to in the within
mentioned Certificate of Incorporation. 
  

					
	 COMPUTERSHARE INVESTOR SERVICES, LLC
 as Transfer Agent

		
	By:	 	  

		 	Name:	 	
		 	Title:	 	Authorized Signatory
	
	Dated:                     









  
 (FORM OF REVERSE OF
SECURITY) 
 STANLEY BLACK & DECKER, INC. 
 4.75% Series B Perpetual Cumulative Convertible Preferred Stock 
 Dividends on each share of
Convertible Preferred Stock shall be payable in cash at a rate per annum set forth on the face hereof or as provided in the Certificate of Incorporation. 
 The shares of Convertible Preferred Stock shall be redeemable as provided in the Certificate of Incorporation. The shares of Convertible Preferred Stock shall be convertible in the manner and according to
the terms set forth in the Certificate of Incorporation. If any Holder of shares of Preferred Stock elects to convert its shares in connection with a Fundamental Change, the Corporation will adjust the Conversion Rate for shares of Preferred Stock
surrendered for conversion as set forth in the Certificate of Incorporation. 
 As required under Connecticut law, the Corporation shall furnish
to any Holder upon request and without charge, a full summary statement of the designations, voting rights preferences, limitations and special rights of the shares of each class or series authorized to be issued by the Corporation so far as they
have been fixed and determined. 







  
 (FORM OF ASSIGNMENT)

 FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of Convertible Preferred Stock evidenced hereby to:

  

			
	  
	  	
		
	  
	  	

 (Insert assignee’s social security or tax identification number) 

 

			
	  
	  	

 (Insert address and zip code of assignee) 

 

			
	  
	  	
		
	  
	  	

 and irrevocably appoints: 
  

			
	  
	  	

 agent to transfer the shares of Convertible Preferred Stock evidenced hereby on the books of the Transfer Agent
and Registrar. The agent may substitute another to act for him or her. 
 Date:
                     
 Signature:
                                     

(Sign exactly as your name appears on the other side of this 4.75% Convertible Preferred Stock) 

Signature
Guarantee:                                       
     1 

 
  

1 Signature must be guaranteed by an “eligible guarantor institution” (i.e., a bank, stockbroker, savings and
loan association or credit union) meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee
program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 







  
 (FORM OF NOTICE OF
CONVERSION) 
 (To be Executed by the Registered Holder in order to Convert 4.75% Series B Perpetual 

Cumulative Convertible Preferred Stock) 
 The undersigned hereby irrevocably elects to convert (the “Conversion”)              shares of 4.75% Series B Perpetual
Cumulative Convertible Preferred Stock (the “Convertible Preferred Stock”), represented by stock certificate No(s).              (the “Convertible Preferred Stock
Certificates”) into shares of common stock, par value $2.50 per share (“Common Stock”), of Stanley Black & Decker, Inc. (the “Corporation”) according to the conditions of the Restated Certificate of Incorporation of
the Corporation, as the same may be amended from time to time in accordance with its terms, establishing the terms of the Convertible Preferred Stock (the “Certificate of Incorporation”), as of the date written below. If shares are to be
issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates. No fee will be charged to the holder for any conversion, except for
transfer taxes, if any. A copy of each Convertible Preferred Stock Certificate is attached hereto (or evidence of loss, theft or destruction thereof). 
 The Corporation is not required to issue shares of Common Stock until the original Convertible Preferred Stock Certificate(s) (or evidence of loss, theft or destruction thereof) to be converted are
received by the Corporation or its Transfer Agent. The Corporation shall issue and deliver shares of Common Stock to an overnight courier not later than two Business Days following receipt of the original Convertible Preferred Stock Certificate(s)
to be converted. 
 Capitalized terms used but not defined herein shall have the meanings ascribed thereto in or pursuant to the Certificate of
Incorporation. 
  

			
	
Date of Conversion:                  
                                         
                                         
                       
	 	
		
	 Applicable Conversion Rate:
                                         
                                         
                       
	 	

  

			
	 Number of shares of Convertible Preferred Stock
	 	
		
	
to be Converted:                       
                                         
              
	 	

  

			
	
Number of shares of Common Stock to be Issued:         
                                         
                           
	 	


			
		
	
Signature:                      
                                         
                                         
                                      
	 	
		
	
Name:                       
                                         
                                         
                                         
   
	 	
		
	 Address:2                   
                                         
                                         
                                         
 
	 	
		
	 Fax
No.:                                        
                                         
                                         
                       
	 	

  
 2 Address
where shares of Common Stock and any other payments or certificates shall be sent by the Corporation. 







  
 SCHEDULE A 

Stanley Black & Decker, Inc. 
 Global Preferred Share 
 4.75% Series B Perpetual Cumulative Convertible
Preferred Stock 
 The initial number of shares of Convertible Preferred Stock represented by this Global
Preferred Share shall be 0. The following exchanges of a part of this Global Preferred Share have been made: 
  

																	
	 Date of

Exchange
	  	Amount of decrease
in number 
of shares
represented by this
Global
Preferred Share	 	  	Amount of
increase in
number of shares
represented by this
Global
Preferred Share	 	  	Number of shares
represented 
by this
Global Preferred
Share following
such decrease
or
increase	 	  	Signature of authorized
officer of Registrar