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^*

Chipchase Stephen Arthur

(Last)

(First)

(Middle)

28775 AURORA RD

(Street)

SOLON

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)
	Vice President, Operations

3. Date of Earliest Transaction (Month/Day/Year)
11/09/2007

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)

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)
Common Stock Option	$45.125							08/02/2002⁽¹⁾	08/01/2010	Common Shares	4,000		4,000	D
Common Stock Option	$18.41							07/25/2003⁽²⁾	07/24/2011	Common Shares	5,000		5,000	D
Common Stock Option	$13.76							07/24/2004⁽¹⁾	07/23/2012	Common Shares	6,500		6,500	D
Common Stock Option	$16.12							08/10/2005⁽³⁾	07/18/2013	Common Shares	12,000		12,000	D
Common Stock Option	$18.75							02/15/2005⁽²⁾	07/16/2014	Common Shares	20,000		20,000	D
Common Stock Option	$15.05							10/04/2007⁽¹⁾	10/03/2015	Common Shares	6,000		6,000	D
Performance Award Unit	$0.00							09/30/2008⁽⁴⁾	⁽⁴⁾	Common Shares	4,600⁽⁴⁾		4,600⁽⁴⁾	D
Common Stock Option	$14							01/30/2009⁽¹⁾	01/30/2017	Common Shares	7,200		7,200	D
Performance Award Unit	$0.00							09/30/2009⁽⁴⁾	⁽⁴⁾	Common Shares	5,500⁽⁴⁾		5,500⁽⁴⁾	D
Common Stock Option	$9.12	11/09/2007		A		7,000		11/09/2009⁽¹⁾	11/09/2017	Common Shares	7,000	$0.00	7,000	D
Performance Award Unit	$0.00	11/09/2007		A		5,300⁽⁴⁾		09/30/2010⁽⁴⁾	⁽⁴⁾	Common Shares	5,300⁽⁴⁾	$0.00	5,300⁽⁴⁾	D

Explanation of Responses:

1. Date reported applies to 50% of total, one-half of the balance is then exercisable in each succeeding year

2. Option became fully vested on February 15, 2005

3. Option became fully vested on August 10, 2005

4. Each Performance Award Unit represents the right to receive one common share. The number of units initially awarded, the target, is shown above. The actual number of units that will be awarded and converted to shares is based upon: a) the Company's revenue growth as compared to a defined Peer Group and, b) the Company maintaining an acceptable level of profitability during the performance period which ends on the date exercisable (the "vesting date"). Awarded units are automatically converted to shares under the Plan on or before the December 31st following the Vesting Date.

Remarks:

	Mark J. Plush, Attorney-in Fact	11/13/2007
	** 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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