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*
PLUSH MARK J

(Last) (First) (Middle)
KEITHLEY INSTRUMENTS, INC.
28775 AURORA ROAD

(Street)
SOLON OH 44139

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
KEITHLEY INSTRUMENTS INC [ KEI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP, CFO
3. Date of Earliest Transaction (Month/Day/Year)
11/10/2003
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 Shares 11/10/2003 M 5,000 A $4.125 48,971 D
Common Shares 11/10/2003 S 100 D $17.56 48,871 D
Common Shares 11/10/2003 S 100 D $17.58 48,771 D
Common Shares 11/10/2003 S 200 D $17.59 48,571 D
Common Shares 11/10/2003 S 100 D $17.6 48,471 D
Common Shares 11/10/2003 S 700 D $17.61 47,771 D
Common Shares 11/10/2003 S 200 D $17.63 47,571 D
Common Shares 11/10/2003 S 100 D $17.64 47,471 D
Common Shares 11/10/2003 S 100 D $17.65 47,371 D
Common Shares 11/10/2003 S 300 D $17.67 47,071 D
Common Shares 11/10/2003 S 100 D $17.69 46,971 D
Common Shares 11/10/2003 S 100 D $17.72 46,871 D
Common Shares 11/10/2003 S 600 D $17.74 46,271 D
Common Shares 11/10/2003 S 400 D $17.75 45,871 D
Common Shares 11/10/2003 S 200 D $17.76 45,671 D
Common Shares 11/10/2003 S 100 D $17.77 45,571 D
Common Shares 11/10/2003 S 200 D $17.78 45,371 D
Common Shares 11/10/2003 S 300 D $17.8 45,071 D
Common Shares 11/10/2003 S 100 D $17.87 44,971 D
Common Shares 11/10/2003 S 200 D $17.89 44,771 D
Common Shares 11/10/2003 S 200 D $17.9 44,571 D
Common Shares 11/10/2003 S 200 D $17.91 44,371 D
Common Shares 11/10/2003 S 100 D $17.93 44,271 D
Common Shares 11/10/2003 S 200 D $18.05 44,071 D
Common Shares 11/10/2003 S 100 D $18.07 43,971 D
Restricted Common Shares(1) 23,836 D
Common Shares 1,231 I Trust(2)
Common Shares 1,231 I Trust(3)
Common Shares 9 I Wife
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
Common Share Option $4.125 11/10/2003 M 5,000 07/17/2001 07/16/2009 Common Shares 40,000 $0 35,000 D
Common Share Option $45.125 08/02/2002 08/01/2010 Common Shares 42,000 42,000 D
Common Share Option $18.41 07/25/2003(4) 07/24/2011 Common Shares 38,000 38,000 D
Common Share Option $13.76 07/24/2004(4) 07/23/2012 Common Shares 35,000 35,000 D
Common Share Option $16.12 07/19/2005(4) 07/18/2013 Common Shares 33,000 33,000 D
Explanation of Responses:
1. Restricted Shares will become fully vested on June 1, 2011
2. Martin J. Plush Trust, Virginia A. Plush Trustee
3. Christopher M. Plush Trust, Virginia A. Plush Trustee
4. Date reported applies to 50% of total, one-half of the balance is then exercisable in each succeeding year.
Remarks:
Mark J. Plush 11/12/2003
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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