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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* ALEXANDER MARK A (Last) (First) (Middle) P.O. BOX 448 (Street) MONTVILLE NJ 07045 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol KAYDON CORP [ KDN ]	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) 10/16/2013
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/16/2013		D		21,000	D	$0(1)	1,956	D
Common Stock	10/16/2013		D		1,956	D	$0(2)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$25.57	10/16/2013		D			7,473	(4)	05/09/2023	Common Stock	7,473	$9.93	0	D
Stock Option (right to buy)	$23.26	10/16/2013		D			3,500	(4)	05/09/2022	Common Stock	3,500	$12.24	0	D
Stock Option (right to buy)	$27.25(3)	10/16/2013		D			3,500	(4)	05/05/2021	Common Stock	3,500	$8.25	0	D
Stock Option (right to buy)	$26.17(3)	10/16/2013		D			3,500	(4)	05/20/2020	Common Stock	3,500	$9.33	0	D
Stock Option (right to buy)	$22.19(3)	10/16/2013		D			3,500	(4)	05/22/2019	Common Stock	3,500	$13.31	0	D
Stock Option (right to buy)	$41.81(3)	10/16/2013		D			3,500	(4)	05/07/2018	Common Stock	3,500	$0(5)	0	D
Stock Option (right to buy)	$41.92(3)	10/16/2013		D			5,000	(4)	07/27/2017	Common Stock	5,000	$0(5)	0	D
Phantom Shares	(6)	10/16/2013		D			4,410	(6)	(6)	Common Stock	4,410(6)	(6)	0	D

Explanation of Responses:

1. Per the terms of the Agreement and Plan of Merger, dated as of September 5, 2013, by and among Atlas Management, Inc., Dublin Acquisition Sub Inc. and Kaydon Corporation (the "Merger Agreement") and the Offer (as defined in the Merger Agreement), each share of Kaydon common stock was validly tendered for $35.50 per share in cash.

2. Per the terms of the Merger Agreement, each unvested share of restricted stock that was outstanding as of the Effective Time (as defined in the Merger Agreement), was cancelled and converted into the right to receive cash in amount equal to $35.50 per share.

3. On February 22, 2012, Kaydon's Board of Directors declared a special cash dividend of $10.50 per share to be paid to shareholders of record as of March 5, 2012 with a payment date of March 26, 2012. As a result of this special cash dividend, the exercise price of previously issued and outstanding stock options was decreased by $10.50.

4. Per the terms of the Merger Agreement, each stock option that was outstanding and unexercised as of the closing of the Offer, whether or not vested, was cancelled and converted into the right to receive cash in amount equal to (i) the total number of shares subject to each such option immediately prior to the closing of the Offer (without regard to vesting) multiplied by (ii) the excess, if any, of (x) $35.50 over (y) the exercise price payable per share under each such stock option.

5. Per the terms of the Merger Agreement, these options were cancelled and terminated without cash payment because the exercise price per share of the option is equal to or greater than $35.50.

6. Per the terms of the Merger Agreement, at the closing of the Offer, each phantom share was converted into a right to receive $35.50 per share in cash.

Remarks:

	/s/ Mark A. Alexander by Debra K. Crane, attorney-in-fact	10/18/2013
	** Signature of Reporting Person	Date
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