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^*

Merk Thomas

(Last)

(First)

(Middle)

PETERSBRUNNER STRABE 1B

(Street)

STARNBERG

82319

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ROFIN SINAR TECHNOLOGIES INC [ RSTI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/07/2016

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)
RSTI Common Stock	11/07/2016		J⁽¹⁾		4,293	D	⁽¹⁾	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)
Employee Stock Option Right to Buy	$28.5	11/07/2016		J⁽²⁾			60,000	⁽²⁾	03/15/2017	RSTI Common Stock	60,000	⁽²⁾	0	D
Employee Stock Option Right to Buy	$40.2	11/07/2016		J⁽³⁾			30,000	⁽³⁾	03/19/2018	RSTI Common Stock	30,000	⁽³⁾	0	D
Employee Stock Option Right to Buy	$15.04	11/07/2016		J⁽²⁾			30,000	⁽²⁾	03/18/2019	RSTI Common Stock	30,000	⁽²⁾	0	D
Employee Stock Option Right to Buy	$22.83	11/07/2016		J⁽²⁾			30,000	⁽²⁾	03/17/2020	RSTI Common Stock	30,000	⁽²⁾	0	D
Employee Stock Option Right to Buy	$35.19	11/07/2016		J⁽³⁾			30,000	⁽³⁾	03/16/2021	RSTI Common Stock	30,000	⁽³⁾	0	D
Employee Stock Option Right to Buy	$25.95	11/07/2016		J⁽²⁾			30,000	⁽³⁾	03/15/2022	RSTI Common Stock	30,000	⁽³⁾	0	D
Employee Stock Option Right to Buy	$27.59	11/07/2016		J⁽²⁾			30,000	⁽²⁾	03/14/2023	RSTI Common Stock	30,000	⁽²⁾	0	D
Employee Stock Option Right to Buy	$25.19	11/07/2016		J⁽²⁾			30,000	⁽²⁾	11/06/2023	RSTI Common Stock	30,000	⁽²⁾	0	D
Employee Stock Option Right to Buy	$22.75	11/07/2016		J⁽²⁾			30,000	⁽²⁾	11/11/2024	RSTI Common Stock	30,000	⁽²⁾	0	D
Employee Stock Option Right to Buy	$27.44	11/07/2016		J⁽²⁾			20,000	⁽²⁾	07/01/2025	RSTI Common Stock	20,000	⁽²⁾	0	D
Employee Stock Option Right to Buy	$29.68	11/07/2016		J⁽²⁾			40,000	⁽²⁾	11/10/2025	RSTI Common Stock	40,000	⁽²⁾	0	D

Explanation of Responses:

1. Reflects disposition on November 7, 2016 pursuant to a merger agreement by and among Coherent, Inc., Rembrandt Merger Sub Corp., a wholly owned subsidiary of Coherent Inc., and Rofin-Sinar Technologies Inc. dated as of March 16, 2016 (the "Merger Agreement"). In accordance with the Merger Agreement, at the effective time of the Merger, each share of RSTI common stock was automatically converted into a right to receive $32.50 per share in cash.

2. Reflects disposition on November 7, 2016 pursuant to a merger agreement by and among Coherent, Inc., Rembrandt Merger Sub Corp., a wholly owned subsidiary of Coherent Inc., and Rofin-Sinar Technologies Inc. dated as of March 16, 2016 (the "Merger Agreement"). In accordance with the terms of the Merger Agreement, each option to acquire shares of Rofin common stock was cancelled and converted into an amount in cash equal to the excess of $32.50 over the exercise price of such option.

3. Reflects disposition on November 7, 2016 pursuant to a merger agreement by and among Coherent, Inc., Rembrandt Merger Sub Corp., a wholly owned subsidiary of Coherent Inc., and Rofin-Sinar Technologies Inc. dated as of March 16, 2016 (the "Merger Agreement"). In accordance with the terms of the Merger Agreement, each option with an exercise price of such option in excess of $32.50 was cancelled for no consideration.

	Cindy Denis, Attorney in Fact	11/07/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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