FLIR FLIR Systems Inc

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).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES                                                                                   
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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                       

1. Name and Address of Reporting Person * SMITH MICHAEL T	2. Issuer Name and Ticker or Trading Symbol FLIR SYSTEMS INC [ FLIR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) 27700 SW PARKWAY AVENUE	3. Date of Earliest Transaction (MM/DD/YYYY) 5/14/2021
(Street) WILSONVILLE, OR 97070 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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
Common Stock	5/14/2021		D		144736	D	$28 (1)	1811	D
Common Stock	5/14/2021		D		1811	D	$56 (2)	0	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: 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
Non-Qualified Stock Options (right to buy)	$33.86	5/14/2021		D			10900	4/29/2014	4/29/2024	Common Stock	10900.0	(3)	0	D
Non-Qualified Stock Options (right to buy)	$36.73	5/14/2021		D			8721	4/28/2017	4/28/2027	Common Stock	8721.0	(3)	0	D
Non-Qualified Stock Options (right to buy)	$30.75	5/14/2021		D			14285	4/28/2016	4/28/2026	Common Stock	14285.0	(3)	0	D
Non-Qualified Stock Option (right to buy)	$24.31	5/14/2021		D			18070	4/30/2013	4/30/2023	Common Stock	18070.0	(3)	0	D
Non-Qualified Stock Options (right to buy)	$31.15	5/14/2021		D			15400	4/28/2015	4/28/2025	Common Stock	15400.0	(3)	0	D

Explanation of Responses:
(1)	Pursuant to the Agreement and Plan of Merger, dated as of January 4, 2021 (the "Merger Agreement"), by and among Teledyne Technologies Incorporated ("Teledyne"), Firework Merger Sub I, Inc. ("Merger Sub I"), Firework Merger Sub II, LLC, and FLIR Systems, Inc. ("FLIR"), Merger Sub I was merged with and into FLIR on May 14, 2021, with FLIR surviving, and immediately thereafter Merger Sub II was merged with and into FLIR, with Merger Sub II surviving. In connection therewith, each share of FLIR common stock outstanding immediately prior to the effective time of the merger of Merger Sub I with and into FLIR (the "Effective Time") was converted into the right to receive (i) $28.00 in cash and (ii) 0.0718 shares of Teledyne common stock, with any fractional shares to be paid in cash. The amount shown above represents the gross cash payment, but the actual payment will be less any applicable withholding for taxes.
(2)	Pursuant to the Merger Agreement, each FLIR restricted stock unit, including performance-based restricted stock units that were earned but subject to service-based vesting ("FLIR RSU") outstanding immediately prior to the Effective Time automatically vested and was cancelled and converted into the right to receive $56.00 in cash in respect of each share of FLIR common stock subject to such FLIR RSU.
(3)	Pursuant to the Merger Agreement, as of the Effective Time, each outstanding FLIR stock option, whether vested or not, became fully vested in and was cancelled in exchange for a cash payment equal to the product of (x) the excess of $56.00 over the exercise price per share of such FLIR stock option, multiplied by (y) the number of shares of FLIR common stock subject to such FLIR stock option, less applicable tax withholdings.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SMITH MICHAEL T 27700 SW PARKWAY AVENUE WILSONVILLE, OR 97070	X

Signatures
/s/ Sonia Galindo, Attorney-in-fact for Michael T. Smith		5/14/2021
**Signature of Reporting Person		Date