SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KEMPNER THOMAS L

(Last)

(First)

(Middle)

C/O INSIGHT COMMUNICATIONS CO INC

810 SEVENTH AVE

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INTERMAGNETICS GENERAL CORP [ IMGC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/08/2006

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/09/2006		D		179,805⁽¹⁾	D	$27.5	0	D

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$7.16	11/08/2006		D			5,286⁽²⁾	01/02/2002	01/02/2011	Common Stock	1,763	$20.34	0	D
Stock Option (Right to Buy)	$9.74	11/08/2006		D			5,286⁽³⁾	04/02/2002	04/02/2011	Common Stock	5,286	$17.76	0	D
Stock Option (Right to Buy)	$13.96	11/08/2006		D			5,286⁽⁴⁾	07/02/2002	07/02/2011	Common Stock	5,286	$13.54	0	D
Stock Option (Right to Buy)	$10.44	11/08/2006		D			5,286⁽⁵⁾	10/01/2002	10/01/2011	Common stock	5,286	$15.78	0	D
Stock Option (Right to Buy)	$11.72	11/08/2006		D			5,286⁽⁶⁾	01/02/2003	01/02/2012	Common Stock	5,286	$15.78	0	D
Stock Option (Right to Buy)	$11.48	11/08/2006		D			5,286⁽⁷⁾	04/01/2003	04/01/2012	Common Stock	5,286	$16.02	0	D
Stock Option (Right to Buy)	$8.96	11/08/2006		D			5,286⁽⁸⁾	07/01/2003	07/01/2012	Common Stock	5,286	$18.54	0	D
Stock Option (Right to Buy)	$7.55	11/08/2006		D			5,286⁽⁹⁾	10/01/2003	10/01/2012	Common Stock	5,286	$19.95	0	D
Restricted Stock Units	$0.00	11/08/2006		D			1,792⁽¹⁰⁾	11/16/2004⁽¹¹⁾	01/30/2010	Common Stock	1,792	$27.5	0	D
Restricted Stock Units	$0.00	11/08/2006		D			2,370⁽¹⁰⁾	11/11/2004⁽¹¹⁾	11/11/2008	Common Stock	2,370	$27.5	0	D
Restricted Stock Units	$0.00	11/08/2006		D			1,410⁽¹⁰⁾	11/11/2005⁽¹¹⁾	01/30/2010	Common Stock	1,410	$27.5	0	D
Restricted Stock Units	$0.00	11/08/2006		D			912⁽¹⁰⁾	11/11/2006⁽¹¹⁾	01/30/2010	Common Stock	912	$27.5	0	D

Explanation of Responses:

1. Disposed of pursuant to an Agreement and Plan of Merger (the "Merger Agreement") among the issuer, Philips Holding USA Inc., and Jumbo Acquisition Corp. in exchange for $27.50 per share.

2. This option was cancelled pursuant to the Merger Agreement in exchange for $107,517.24 representing the excess of $27.50 over the per share exercise price of the option multiplied by the number of shares subject to the option, whether vested or unvested.

3. This option was cancelled pursuant to the Merger Agreement in exchange for $93,879.36 representing the excess of $27.50 over the per share exercise price of the option multiplied by the number of shares subject to the option, whether vested or unvested.

4. This option was cancelled pursuant to the Merger Agreement in exchange for $71,572.44 representing the excess of $27.50 over the per share exercise price of the option multiplied by the number of shares subject to the option, whether vested or unvested.

5. This option was cancelled pursuant to the Merger Agreement in exchange for $90,179.16 representing the excess of $27.50 over the per share exercise price of the option multiplied by the number of shares subject to the option, whether vested or unvested.

6. This option was cancelled pursuant to the Merger Agreement in exchange for $83,413.08 representing the excess of $27.50 over the per share exercise price of the option multiplied by the number of shares subject to the option, whether vested or unvested.

7. This option was cancelled pursuant to the Merger Agreement in exchange for $84,681.72 representing the excess of $27.50 over the per share exercise price of the option multiplied by the number of shares subject to the option, whether vested or unvested.

8. This option was cancelled pursuant to the Merger Agreement in exchange for $98,002.44 representing the excess of $27.50 over the per share exercise price of the option multiplied by the number of shares subject to the option, whether vested or unvested

9. This option was cancelled pursuant to the Merger Agreement in exchange for $105,456 representing the excess of $27.50 over the per share exercise price of the option multiplied by the number of shares subject to the option, whether vested or unvested.

10. All of the reporting person's Restricted Stock Units were cancelled pursuant to the Merger Agreement in exchange for $178,310, representing $27.50 multiplied by the number of shares subject to the RSU, whether vested or unvested.

11. The Restricted Stock Units were scheduled to vest over a five-year period beginning on the date shown.

Remarks:

Attorney-in-Fact

	* By: /s/ Katherine Sheehan	11/13/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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