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*
PENDERGRASS LARRY L
(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 New Product Development
3. Date of Earliest Transaction (Month/Day/Year)
12/04/2009
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 2,246 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Share Option $12.43 05/20/2005(1) 05/19/2013 Common Shares 20,000 20,000 D
Common Share Option $18.75 02/15/2005(2) 07/16/2014 Common Shares 25,000 25,000 D
Common Share Option $15.05 10/04/2007(1) 10/03/2015 Common Shares 8,800 8,800 D
Common Share Option $14 01/30/2009(1) 01/30/2017 Common Shares 9,600 9,600 D
Common Share Option $9.12 11/09/2009(1) 11/09/2017 Common Shares 8,300 8,300 D
Performance Award Unit $0.00 09/30/2010(3) (3) Common Shares 6,300(3) 6,300(3) D
Common Share Option $2.99 02/06/2011(1) 02/06/2019 Common Shares 17,400 17,400 D
Restricted Unit Award $0.00 (4) (4) Common Shares 5,800 5,800 D
Common Share Option $4.26 12/04/2009 A 13,200 12/04/2011(1) 12/04/2019 Common Shares 13,200 $0.00 13,200 D
Performance Award Unit $0.00 12/04/2009 A 6,600 09/30/2012(5) (5) Common Shares 6,600(5) $0.00 6,600(5) D
Restricted Unit Award $0.00 12/04/2009 A 4,400 (6) (6) Common Shares 4,400 $0.00 4,400 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. 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.
4. Restricted unit awards will become fully vested on February 6, 2013. Common shares represented by such vested restricted unit awards will be delivered promptly after such vesting date.
5. Each Performance Award Unit represents a right to receive one common share. The number of units comprising the initial award are adjusted (ranging from a maximum of twice the number of units comprising the initial award, to a minimum of no units), based on award program metrics that compare the Company's total shareholder return performance occurring during the Measurement Period to comparable total shareholder return performance reported by companies in the Russell Microcap Index. Awarded units earned based on these metrics as of September 30, 2012 (the vesting date) are converted to shares under the Plan and will be issued on or before December 31, 2012.
6. Restricted unit awards will become fully vested on December 4, 2013. Common Shares represented by such vested restricted unit awards will be delivered promptly after such vesting date.
Remarks:
Mark J. Plush, Attorney-in Fact 12/08/2009
** 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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