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^*

Todgham Paul

(Last)

(First)

(Middle)

ONE VISION DRIVE

(Street)

NATICK

01760

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COGNEX CORP [ CGNX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2023

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	04/29/2023		M		11,666	A	$0.0	26,063	D
Common Stock	04/29/2023		F⁽¹⁾		3,424	D	$47.69	22,639	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)
Restricted Stock Unit	$0.0⁽²⁾	04/29/2023		M			11,666	04/29/2021⁽³⁾	04/29/2023	Common Stock	11,666	$0.0	0	D
Non-Qualified Stock Option (right to buy)	$47.21							02/21/2024	02/21/2033	Common Stock	84,698		84,698	D
Non-Qualified Stock Option (right to buy)	$57.7							04/29/2023	04/29/2030	Common Stock	70,000		70,000	D
Non-Qualified Stock Option (right to buy)	$64.43							02/22/2023	02/22/2032	Common Stock	67,235		67,235	D
Non-Qualified Stock Option (right to buy)	$90.5							02/16/2022	02/16/2031	Common Stock	22,302		22,302	D
Restricted Stock Unit	$0.0							02/16/2022	02/16/2024	Common Stock	4,144		4,144	D
Restricted Stock Unit	$0.0							02/22/2023	02/22/2025	Common Stock	9,312		9,312	D
Restricted Stock Unit	$0.0							02/21/2024	02/21/2026	Common Stock	15,887		15,887	D

Explanation of Responses:

1. This disposition represents shares withheld to satisfy tax withholding obligations on the restricted stock units that vested on April 29, 2023 and are reported herein.

2. Each restricted stock unit represents a contingent right to receive one share of Cognex Corporation common stock.

3. The restricted stock units vest in three approximately equal annual installments on the first, second, and third anniversaries of the grant date (April 29, 2020).

	Paul Todgham	05/02/2023
	** 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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