FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 05/15/2012 |
3. Issuer Name and Ticker or Trading Symbol
NEWPORT CORP [ NEWP ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 46,196(1) | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Stock Option (right to buy) | (2) | 02/22/2015 | Common Stock | 10,000 | $13.46 | D | |
Stock Appreciation Right (Stock-Settled) | (3) | 03/20/2016 | Common Stock | 27,510 | $4.18 | D | |
Stock Appreciation Right (Stock-Settled) | (4) | 03/31/2017 | Common Stock | 9,510 | $12.47 | D | |
Stock Appreciation Right (Stock-Settled) | (5) | 05/17/2018 | Common Stock | 6,840 | $17.06 | D | |
Stock Appreciation Right (Stock-Settled) | (6) | 04/12/2019 | Common Stock | 9,630 | $17.12 | D |
Explanation of Responses: |
1. Includes outstanding restricted stock units (RSUs) representing the right to receive upon vesting a total of 17,360 shares of the issuer's common stock. Such RSUs were awarded and vest as follows: 3,170 RSUs awarded in 2010 vest in full on March 31, 2013; 4,560 RSUs awarded in 2011 vest in two remaining equal installments on March 31, 2013 and March 31, 2014; and 9,630 RSUs awarded in 2012 vest in three equal installments on March 31, 2013, March 31, 2014 and March 31, 2015. The vesting of the 9,630 RSUs awarded in 2012 is subject to the achievement by the issuer of a specified financial performance goal for 2012. |
2. Option vested in equal 25% annual installments and became fully vested on February 23, 2009. |
3. Stock appreciation right vested in equal one-third annual installments and became fully vested on March 20, 2012. |
4. Stock appreciation right vests in equal one-third installments. The first two one-third installments vested on March 31, 2011 and March 31, 2012, and the remaining one-third installment vests on March 31, 2013. |
5. Stock appreciation right vests in equal one-third installments. The first one-third installment vested on March 31, 2012, and the remaining two one-third installments vest on March 31, 2013 and March 31, 2014. |
6. Stock appreciation right vests in equal one-third installments on March 31, 2013, March 31, 2014 and March 31, 2015. |
Remarks: |
/s/ Jeffrey B. Coyne, SVP & General Counsel, as attorney-in-fact for reporting person | 05/24/2012 | |
** 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 5 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |