FORM 4 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * PHILLIPPY ROBERT J   2. Issuer Name and Ticker or Trading Symbol NEWPORT CORP [NEWP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) Former Pres./CEO & Director (Last) (First) (Middle) 1791 DEERE AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 04/29/2016 (Street) IRVINE, CA 92606 4. If Amendment, Date 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 (City) (State) (Zip) 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 Common Stock 04/29/2016   D   236,255 D $ 23 (1) 0 D   Common Stock 04/29/2016   D   51,714 D $ 23 (1) 0 I Held in family trust (2) Common Stock 04/29/2016   D   18,000 (3) D (3) 0 D   Common Stock 04/29/2016   D   29,920 (4) D (4) 0 D

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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 Underlying Securities (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

Stock Appreciation Right

$ 12.47

04/29/2016

D

25,950

(5)

03/31/2017

Common Stock

25,950

(5)

0

D

Stock Appreciation Right

$ 17.06

04/29/2016

D

18,660

(6)

05/17/2018

Common Stock

18,660

(6)

0

D

Stock Appreciation Right

$ 17.12

04/29/2016

D

26,250

(7)

04/12/2019

Common Stock

26,250

(7)

0

D

Stock Appreciation Right

$ 13.74

04/29/2016

D

52,140

(8)

05/20/2020

Common Stock

52,140

(8)

0

D

Stock Appreciation Right

$ 18.29

04/29/2016

D

54,000

(9)

05/19/2021

Common Stock

54,000

(9)

0

D

Stock Appreciation Right

$ 19.11

04/29/2016

D

44,880

(10)

05/19/2022

Common Stock

44,880

(10)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
PHILLIPPY ROBERT J 1791 DEERE AVENUE IRVINE, CA 92606				Former Pres./CEO & Director

Signatures

/s/ Jeffrey B. Coyne, as attorney-in-fact for reporting person		05/02/2016
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	On April 29, 2016, pursuant to the Agreement and Plan of Merger between the issuer, MKS Instruments, Inc. ("MKS") and MKS' wholly owned subsidiary, PSI Equipment, Inc. ("Merger Sub"), dated February 22, 2016 (the "Merger Agreement"), Merger Sub merged with and into the issuer (the "Merger"), with the issuer surviving the Merger as a wholly owned subsidiary of MKS. Pursuant to the Merger Agreement, at the effective time of the Merger, the shares were automatically converted into a right to receive $23.00 per share in cash.
(2)	Shares had been held by reporting person and his spouse as trustees of a family trust.
(3)	Restricted stock units representing the right to receive a total of 18,000 shares of the issuer's common stock, which vest on March 31, 2017, were assumed by MKS in connection with the Merger and were converted into restricted stock units representing the right to receive a total of 11,050 shares of MKS' common stock.
(4)	Restricted stock units representing the right to receive a total of 29,920 shares of the issuer's common stock, which vest in two equal installments on March 31, 2017 and March 31, 2018, were assumed by MKS in connection with the Merger and were converted into restricted stock units representing the right to receive a total of 18,367 shares of MKS' common stock.
(5)	Stock appreciation right, which became fully vested on March 31, 2013, was assumed by MKS in connection with the Merger and was converted into a stock appreciation right with respect to a total of 15,930 shares of MKS' common stock having a base value of $20.32 per share.
(6)	Stock appreciation right, which became fully vested on March 31, 2014, was assumed by MKS in connection with the Merger and was converted into a stock appreciation right with respect to a total of 11,455 shares of MKS' common stock having a base value of $27.79 per share.
(7)	Stock appreciation right, which became fully vested on March 31, 2015, was assumed by MKS in connection with the Merger and was converted into a stock appreciation right with respect to a total of 16,114 shares of MKS' common stock having a base value of $27.89 per share.
(8)	Stock appreciation right, which became fully vested on March 31, 2016, was assumed by MKS in connection with the Merger and was converted into a stock appreciation right with respect to a total of 32,008 shares of MKS' common stock having a base value of $22.39 per share.
(9)	Stock appreciation right, which vests in equal 1/3rd installments on March 31, 2015, 2016 and 2017, was assumed by MKS in connection with the Merger and was converted into a stock appreciation right with respect to a total of 33,150 shares of MKS' common stock having a base value of $29.80 per share.
(10)	Stock appreciation right, which vests in equal 1/3rd installments on March 31, 2016, 2017 and 2018, was assumed by MKS in connection with the Merger and was converted into a stock appreciation right with respect to a total of 27,551 shares of MKS' common stock having a base value of $31.13 per share.

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