PLUSH MARK J 4

Accession 0001209191-10-059395

CIK 0000054991other

View on SEC.gov Company Profile

Filed

Dec 8, 7:00 PM ET

Accepted

Dec 9, 4:43 PM ET

Size

34.5 KB

Accession

0001209191-10-059395

Insider Transaction Report

Form 4

Period: 2010-12-08

KEITHLEY INSTRUMENTS INCKEI

PLUSH MARK J

VP, CFO

Transactions

Disposition to Issuer
Common Share Option
2010-12-08$12.48/sh−12,700$158,496→ 0 total
Exercise: $9.12From: 2009-11-09Exp: 2017-11-09→ Common Shares (12,700 underlying)
Disposition to Issuer
Common Shares
2010-12-08$21.60/sh−50,247$1,085,335→ 0 total
Disposition to Issuer
Common Share Option
2010-12-08$7.84/sh−25,029$196,227→ 0 total
Exercise: $13.76From: 2004-07-24Exp: 2012-07-23→ Common Shares (25,029 underlying)
Disposition to Issuer
Common Shares
2010-12-08$21.60/sh−1,350$29,160→ 0 total(indirect: By Trust)
Disposition to Issuer
Common Share Option
2010-12-08$5.48/sh−33,000$180,840→ 0 total
Exercise: $16.12From: 2005-08-10Exp: 2013-07-18→ Common Shares (33,000 underlying)
Disposition to Issuer
Common Share Option
2010-12-08$6.55/sh−10,400$68,120→ 0 total
Exercise: $15.05From: 2007-10-04Exp: 2015-10-03→ Common Shares (10,400 underlying)
Disposition to Issuer
Common Stock Option
2010-12-08$17.34/sh−22,250$385,815→ 0 total
Exercise: $4.26From: 2011-12-04Exp: 2019-12-04→ Common Shares (22,250 underlying)
Disposition to Issuer
Common Share Option
2010-12-08$3.19/sh−21,749$69,379→ 0 total
Exercise: $18.41From: 2003-07-25Exp: 2011-07-24→ Common Shares (21,749 underlying)
Disposition to Issuer
Common Share Option
2010-12-08$2.85/sh−28,000$79,800→ 0 total
Exercise: $18.75From: 2005-02-15Exp: 2014-07-16→ Common Shares (28,000 underlying)
Disposition to Issuer
Performance Award Unit
2010-12-08$21.60/sh−22,250$480,600→ 0 total
Exercise: $0.00From: 2012-09-30→ Common Shares (22,250 underlying)
Disposition to Issuer
Common Stock Option
2010-12-08$18.61/sh−27,500$511,775→ 0 total
Exercise: $2.99From: 2011-02-06Exp: 2019-02-06→ Common Shares (27,500 underlying)
Disposition to Issuer
Restricted Unit Award
2010-12-08$21.60/sh−4,600$99,360→ 0 total
Exercise: $0.00→ Common Shares (4,600 underlying)
Disposition to Issuer
Restricted Shares
2010-12-08$21.60/sh−952$20,563→ 0 total

Footnotes (17)

[F1]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.
[F10]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 $18.75.
[F11]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.
[F12]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.
[F13]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.
[F14]The units were cancelled pursuant to the Merger Agreement in exchange for the merger consideration of $21.60 in cash per share.
[F15]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.
[F16]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.
[F17]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 issued on or before December 31, 2012.
[F2]The Restricted Shares fully vested and were disposed of pursuant to the Merger Agreement in exchange for the merger consideration of $21.60 in cash per share.
[F3]Christopher M. Plush Trust, Virginia A. Plush Trustee.
[F4]Pursuant to a domestic relations order, the reporting person transferred 16,251 options to his former spouse's account. The remaining 21,749 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.
[F5]Option became fully vested on February 15, 2005
[F6]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.
[F7]Date reported applied to 50% of total, one-half of the balance was then exercisable in each succeeding year.
[F8]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.
[F9]Option became fully vested on August 10, 2005

Documents

1 file

4
doc4.xmlPrimary
FORM 4 SUBMISSION

Issuer

KEITHLEY INSTRUMENTS INC

CIK 0000054991

→

Entity typeother

Related Parties

filerCIK 0001198942

Filing Metadata

Form type: 4
Filed: Dec 8, 7:00 PM ET
Accepted: Dec 9, 4:43 PM ET
Size: 34.5 KB

View on SEC.gov