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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Common Share Option | $ 18.41 | 12/08/2010 | D(2) | 25,000 | 07/25/2003(3) | 07/24/2011 | Common Shares | 25,000 | $ 3.19 | 0 | D | ||||
| Common Share Option | $ 13.76 | 12/08/2010 | D(4) | 30,000 | 07/24/2004(3) | 07/23/2012 | Common Shares | 30,000 | $ 7.84 | 0 | D | ||||
| Common Share Option | $ 16.12 | 12/08/2010 | D(5) | 30,000 | 08/10/2005(6) | 07/18/2013 | Common Shares | 30,000 | $ 5.48 | 0 | D | ||||
| Common Share Option | $ 18.75 | 12/08/2010 | D(7) | 25,000 | 02/15/2005(8) | 07/16/2014 | Common Shares | 25,000 | $ 2.85 | 0 | D | ||||
| Common Share Option | $ 15.05 | 12/08/2010 | D(9) | 8,800 | 10/04/2007(3) | 10/03/2015 | Common Shares | 8,800 | $ 6.55 | 0 | D | ||||
| Common Share Option | $ 14 | 12/08/2010 | D(10) | 8,800 | 01/30/2009(3) | 01/30/2017 | Common Shares | 8,800 | $ 7.6 | 0 | D | ||||
| Common Share Option | $ 9.12 | 12/08/2010 | D(11) | 7,500 | 11/09/2009(3) | 11/09/2017 | Common Shares | 7,500 | $ 12.48 | 0 | D | ||||
| Common Stock Option | $ 2.99 | 12/08/2010 | D(12) | 16,400 | 02/06/2011(3) | 02/06/2019 | Common Shares | 16,400 | $ 18.61 | 0 | D | ||||
| Restricted Unit Award | $ 0 | 12/08/2010 | D(13) | 5,500 | (14) | (14) | Common Shares | 5,500 | $ 21.6 | 0 | D | ||||
| Common Share Option | $ 4.26 | 12/08/2010 | D(15) | 13,200 | 12/04/2011(16) | 12/04/2019 | Common Shares | 13,200 | $ 17.34 | 0 | D | ||||
| Performance Award Unit | $ 0 | 12/08/2010 | D(13) | 6,600 | 09/30/2012(17) | (17) | Common Shares | 6,600 | $ 21.6 | 0 | D | ||||
| Restricted Unit Award | $ 0 | 12/08/2010 | D(13) | 4,400 | (18) | (18) | Common Shares | 4,400 | $ 21.6 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| HOERSTEN MARK A KEITHLEY INSTRUMENTS, INC. 28775 AURORA ROAD SOLON, OH 44139 |
VP Business Management | |||
| Mark J. Plush, Attorney-in Fact | 12/10/2010 | |
| **Signature of Reporting Person | Date |
| * | 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) | Disposed of pursuant to an Agreement and Plan of Merger, dated as of September 29, 2010 (the "Merger Agreement") by and among Danaher Corporation, Aegean Acquisition Corp. and the Issuer in exchange for the merger consideration of $21.60 in cash per share. |
| (2) | The options were cancelled pursuant to the Merger Agreement in exchange for the merger consideration of $21.60 in cash per share, less the exercise price per share of $18.41. |
| (3) | Date reported applied to 50% of total, one-half of the balance was then exercisable in each succeeding year. |
| (4) | The options were cancelled pursuant to the Merger Agreement in exchange for the merger consideration of $21.60 in cash per share, less the exercise price per share of $13.76. |
| (5) | The options were cancelled pursuant to the Merger Agreement in exchange for the merger consideration of $21.60 in cash per share, less the exercise price per share of $16.12. |
| (6) | Option became fully vested on August 10, 2005 |
| (7) | The options were cancelled pursuant to the Merger Agreement in exchange for the merger consideration of $21.60 in cash per share, less the exercise price of $18.75. |
| (8) | Option became fully vested on February 15, 2005 |
| (9) | The options were cancelled pursuant to the Merger Agreement in exchange for the merger consideration of $21.60 in cash per share, less the exercise price per share of $15.05. |
| (10) | The options were cancelled pursuant to the Merger Agreement in exchange for the merger consideration of $21.60 in cash per share, less the exercise price per share of $14.00. |
| (11) | The options were cancelled pursuant to the Merger Agreement in exchange for the merger consideration of $21.60 in cash per share, less the exercise price per share of $9.12. |
| (12) | The options were cancelled pursuant to the Merger Agreement in exchange for the merger consideration of $21.60 in cash per share, less the exercise price per share of $2.99. |
| (13) | The units were cancelled pursuant to the Merger Agreement in exchange for the merger consideration of $21.60 in cash per share. |
| (14) | Restricted unit awards were to become fully vested on February 6, 2013. Common shares represented by such vested restricted unit awards were to be delivered promptly after such vesting date. |
| (15) | The options were cancelled pursuant to the Merger Agreement in exchange for the merger consideration of $21.60 in cash per share, less the exercise price per share of $4.26. |
| (16) | Date applies to 50% of total, remaining balance is exercisable the following year on anniversary date |
| (17) | Each Performance Award Unit represented a right to receive one common share. The number of units comprising the initial award were to be adjusted (ranging from a maximum of twice the number of units comprising the initial award, to a minimum of no units), based on award program metrics that compare the Company's total shareholder return performance occurring during the Measurement Period to comparable total shareholder return performance reported by companies in the Russell Microcap Index. Awarded units earned based on these metrics as of September 30, 2012 (the vesting date) were to be converted to shares under the Plan and will be issued on or before December 31, 2012. |
| (18) | Restricted unit awards were to become fully vested on December 4, 2013. Common Shares represented by such vested restricted unit awards were to be delivered promptly after such vesting date. |