Statement of Changes in Beneficial Ownership (4)
September 21 2016 - 1:40PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Bahrami Homa
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2. Issuer Name
and
Ticker or Trading Symbol
FEI CO
[
FEIC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O FEI COMPANY, 5350 NE DAWSON CREEK DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/19/2016
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(Street)
HILLSBORO, OR 97124-5793
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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9/19/2016
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U
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7430
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D
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(1)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Options
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$69.44
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9/19/2016
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D
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2683
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4/30/2014
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5/9/2020
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Common Stock
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2683
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(2)
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0
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D
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Stock Options
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$81.89
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9/19/2016
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D
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2666
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4/30/2015
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5/8/2021
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Common Stock
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2666
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(3)
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0
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D
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Stock Options
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$76.31
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9/19/2016
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D
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3911
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4/30/2016
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5/7/2022
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Common Stock
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3911
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(4)
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0
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D
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RSUs
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$0.00
(5)
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9/19/2016
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D
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1685
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4/30/2016
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(5)
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Common Stock
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1685
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(6)
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0
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D
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Explanation of Responses:
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(
1)
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Disposed of at the effective time of the merger of Polpis Merger Sub Co. ("Merger Sub"), a wholly owned subsidiary of Thermo Fisher Scientific Inc. ("Thermo Fisher"), with and into the Issuer (the "Merger"), pursuant to that certain Agreement and Plan of Merger dated May 26, 2016, between the Issuer, Thermo Fisher and Merger Sub (the "Merger Agreement"), in exchange for a cash payment of $107.50 per share.
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(
2)
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The option became fully vested on April 30, 2014. At or immediately prior to the effective time of the Merger, the unexercised portion of the option was cancelled in exchange for a cash payment equal to (x) the difference between $107.50 and the per share exercise price of the option, multiplied by (y) the number of shares subject to such portion of the option.
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(
3)
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The option became fully vested on April 30, 2015. At or immediately prior to the effective time of the Merger, the unexercised portion of the option was cancelled in exchange for a cash payment equal to (x) the difference between $107.50 and the per share exercise price of the option, multiplied by (y) the number of shares subject to such portion of the option.
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(
4)
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The option became fully vested on April 30, 2016. At or immediately prior to the effective time of the Merger, the unexercised portion of the option was cancelled in exchange for a cash payment equal to (x) the difference between $107.50 and the per share exercise price of the option, multiplied by (y) the number of shares subject to such portion of the option.
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(
5)
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Each of the restricted share units ("RSUs") represents the right to receive, following vesting, one share of the Issuer's common stock. These RSUs do not expire, unless forfeited under the terms of the RSUs.
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(
6)
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The RSUs became fully vested on April 30, 2016. At or immediately prior to the effective time of the Merger, each RSU was assumed by Thermo Fisher and converted into an award representing a right to receive a cash amount equal to $107.50.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Bahrami Homa
C/O FEI COMPANY
5350 NE DAWSON CREEK DRIVE
HILLSBORO, OR 97124-5793
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X
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Signatures
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/s/ Bradley J. Thies, by power of attorney
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9/21/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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