| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
KEITHLEY INSTRUMENTS INC [ KEI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/06/2006 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 12/30/2005 | J(1) | V | 89 | A | $13.97 | 34,870(2) | D | ||
| Restricted Common Shares(3) | 7,218 | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | $5.7188 | 09/20/1999 | 09/19/2007 | Common Shares | 7,000 | 7,000 | D | ||||||||
| Common Share Option | $2.5313 | 09/12/2000 | 09/11/2008 | Common Shares | 12,000 | 12,000 | D | ||||||||
| Common Share Option | $4.125 | 07/17/2001 | 07/16/2009 | Common Shares | 27,000 | 27,000 | D | ||||||||
| Common Share Option | $45.125 | 08/02/2002 | 08/01/2010 | Common Shares | 24,000 | 24,000 | D | ||||||||
| Common Share Option | $18.41 | 07/25/2003(4) | 07/24/2011 | Common Shares | 22,000 | 22,000 | D | ||||||||
| Common Share Option | $13.76 | 07/24/2004(4) | 07/23/2012 | Common Shares | 22,000 | 22,000 | D | ||||||||
| Common Share Option | $16.12 | 07/19/2005(4) | 07/18/2013 | Common Shares | 24,000 | 24,000 | D | ||||||||
| Common Share Option | $18.75 | 07/17/2006(4) | 07/16/2014 | Common Shares | 21,000 | 21,000 | D | ||||||||
| Common Share Option | $15.05 | 10/04/2007(4) | 10/03/2015 | Common Shares | 6,400 | 6,400 | D | ||||||||
| Performance Award Unit | $0.00 | 09/30/2008 | 02/01/2012 | Common Shares | 5,000(5) | 5,000(5) | D | ||||||||
| Explanation of Responses: |
| 1. Acquired through Employee Stock Purchase and Dividend Reinvestment Plan. |
| 2. Includes 1,204 shares for which restrictions lapsed on January 3, 2006 which were previously reported as restricted shares |
| 3. Restricted Shares will become fully vested on January 1, 2012 |
| 4. Date reported applies to 50% of total, one-half of the balance is then exercisable in each succeeding year. |
| 5. Each Performance Award Unit represents the right to receive one common share at the end of the applicable performance period. The number of units actually earned is subject to adjustment based upon the Company's revenue growth versus that of a defined Peer Group, as well as the Company maintaining an acceptable level of profitability. Minimum number of units is 0 while the maximum number of units is two times the target number shown. |
| Remarks: |
| Mark J. Plush, Attorney-in Fact | 02/06/2006 | |
| ** 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. | ||
| 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. | ||