KEITHLEY INSTRUMENTS INC 4

Accession 0001209191-10-059552

CIK 0000054991operating

View on SEC.gov Company Profile

Filed

Dec 9, 7:00 PM ET

Accepted

Dec 10, 10:06 AM ET

Size

35.7 KB

Accession

0001209191-10-059552

Insider Transaction Report

Form 4

Period: 2010-12-08

KEITHLEY INSTRUMENTS INCKEI

HOERSTEN MARK A

VP Business Management

Transactions

Disposition to Issuer
Common Shares
2010-12-08$21.60/sh−10,135$218,916→ 0 total
Disposition to Issuer
Common Share Option
2010-12-08$2.85/sh−25,000$71,250→ 0 total
Exercise: $18.75From: 2005-02-15Exp: 2014-07-16→ Common Shares (25,000 underlying)
Disposition to Issuer
Restricted Unit Award
2010-12-08$21.60/sh−5,500$118,800→ 0 total
Exercise: $0.00→ Common Shares (5,500 underlying)
Disposition to Issuer
Common Share Option
2010-12-08$7.84/sh−30,000$235,200→ 0 total
Exercise: $13.76From: 2004-07-24Exp: 2012-07-23→ Common Shares (30,000 underlying)
Disposition to Issuer
Common Share Option
2010-12-08$6.55/sh−8,800$57,640→ 0 total
Exercise: $15.05From: 2007-10-04Exp: 2015-10-03→ Common Shares (8,800 underlying)
Disposition to Issuer
Common Stock Option
2010-12-08$18.61/sh−16,400$305,204→ 0 total
Exercise: $2.99From: 2011-02-06Exp: 2019-02-06→ Common Shares (16,400 underlying)
Disposition to Issuer
Common Share Option
2010-12-08$17.34/sh−13,200$228,888→ 0 total
Exercise: $4.26From: 2011-12-04Exp: 2019-12-04→ Common Shares (13,200 underlying)
Disposition to Issuer
Common Share Option
2010-12-08$3.19/sh−25,000$79,750→ 0 total
Exercise: $18.41From: 2003-07-25Exp: 2011-07-24→ Common Shares (25,000 underlying)
Disposition to Issuer
Common Share Option
2010-12-08$5.48/sh−30,000$164,400→ 0 total
Exercise: $16.12From: 2005-08-10Exp: 2013-07-18→ Common Shares (30,000 underlying)
Disposition to Issuer
Common Share Option
2010-12-08$12.48/sh−7,500$93,600→ 0 total
Exercise: $9.12From: 2009-11-09Exp: 2017-11-09→ Common Shares (7,500 underlying)
Disposition to Issuer
Common Share Option
2010-12-08$7.60/sh−8,800$66,880→ 0 total
Exercise: $14.00From: 2009-01-30Exp: 2017-01-30→ Common Shares (8,800 underlying)
Disposition to Issuer
Performance Award Unit
2010-12-08$21.60/sh−6,600$142,560→ 0 total
Exercise: $0.00From: 2012-09-30→ Common Shares (6,600 underlying)
Disposition to Issuer
Restricted Unit Award
2010-12-08$21.60/sh−4,400$95,040→ 0 total
Exercise: $0.00→ Common Shares (4,400 underlying)

Footnotes (18)

[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 $14.00.
[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 $9.12.
[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 $2.99.
[F13]The units were cancelled pursuant to the Merger Agreement in exchange for the merger consideration of $21.60 in cash per share.
[F14]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.
[F15]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.
[F16]Date applies to 50% of total, remaining balance is exercisable the following year on anniversary date
[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 will be issued on or before December 31, 2012.
[F18]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.
[F2]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.
[F3]Date reported applied to 50% of total, one-half of the balance was then exercisable in each succeeding year.
[F4]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.
[F5]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.
[F6]Option became fully vested on August 10, 2005
[F7]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.
[F8]Option became fully vested on February 15, 2005
[F9]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.

Documents

1 file

4
doc4.xmlPrimary
FORM 4 SUBMISSION

Issuer

KEITHLEY INSTRUMENTS INC

CIK 0000054991

→

Entity typeoperating

IncorporatedOH

Related Parties

filerCIK 0000054991

Filing Metadata

Form type: 4
Filed: Dec 9, 7:00 PM ET
Accepted: Dec 10, 10:06 AM ET
Size: 35.7 KB

View on SEC.gov