Statement of Changes in Beneficial Ownership (4)
October 14 2014 - 7:08PM
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
*
KOSTELNI JEFFREY C
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2. Issuer Name
and
Ticker or Trading Symbol
Measurement Specialties Inc
[
MEAS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Vice President-Finance
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(Last)
(First)
(Middle)
1000 LUCAS WAY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/9/2014
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(Street)
HAMPTON, VA 23666
(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, no par value
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10/9/2014
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D
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920
(1)
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D
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$86.00
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0
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D
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Common stock, no par value
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10/9/2014
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D
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739
(1)
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D
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$86.00
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0
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I
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By 401(k)
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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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Restricted Stock Units
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(2)
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10/9/2014
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D
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4250
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(2)
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(2)
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Common stock
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4250
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$0
(2)
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0
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D
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Stock option (right to buy)
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$13.53
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10/9/2014
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D
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12000
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(3)
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7/1/2020
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Common stock
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12000
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$72.47
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0
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D
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Stock option (right to buy)
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$32.02
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10/9/2014
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D
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3000
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(4)
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7/2/2022
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Common stock
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3000
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$53.98
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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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As of the effective time (the "Effective Time") of the transactions contemplated by the Agreement and Plan of Merger by and among the Issuer, TE Connectivity Ltd. and Wolverine-Mars Acquisition, Inc., dated as of June 18, 2014 (the "Merger Agreement"), pursuant to the terms of the Merger Agreement, each share of common stock of the Issuer, no par value ("Common Stock"), held by the Reporting Person was canceled and converted into the right to receive $86.00 in cash.
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(
2)
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As of the Effective Time, these restricted stock units (a) fully vested pursuant to the terms of the applicable award agreements and (b) pursuant to the terms of the Merger Agreement, were canceled and converted into the right to receive a cash payment in an amount equal to the product of (x) $86.00 multiplied by (y) the total number of shares of Common stock underlying such restricted stock units.
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(
3)
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This stock option, which provides for vesting in five equal annual installments beginning on July 1, 2011, was canceled at the Effective Time pursuant to the terms of the Merger Agreement and converted into the right to receive a cash payment in an amount equal to the product of (x) the excess of $86.00 over the applicable exercise price, multiplied by (y) the total number of shares of Common Stock underlying such stock option. With respect to 6,000 shares of Common Stock underlying this stock option which have not vested as of the date of this report, this amount will be payable to the Reporting Person on or within 30 days after July 1, 2015, subject to (i) the Reporting Person's continued employment with the Company or any of its affiliates through the payment date and (ii) the terms of the Merger Agreement.
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(
4)
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This stock option, which provides for vesting in four equal annual installments beginning on July 2, 2013, was canceled at the Effective Time pursuant to the terms of the Merger Agreement and converted into the right to receive a cash payment in an amount equal to the product of (x) the excess of $86.00 over the applicable exercise price, multiplied by (y) the total number of shares of Common Stock underlying such stock option. With respect to 2,000 shares of Common Stock underlying this stock option which have not vested as of the date of this report, 1/2 of this amount will be payable to the Reporting Person on or within 30 days after each of July 2 of 2015 and 2016, subject to (i) the Reporting Person's continued employment with the Company or any of its affiliates through the applicable payment dates and (ii) the terms of the Merger Agreement.
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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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KOSTELNI JEFFREY C
1000 LUCAS WAY
HAMPTON, VA 23666
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Vice President-Finance
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Signatures
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/s/ Jeffrey C. Kostelni
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10/14/2014
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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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