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) 12/28/2009 | ||||||||||||||||||||||||||
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 | ||||||
Class B Common Shares | 1,954,816 | I | Partnership(1) | |||||||
Class B Common Shares | 46,062 | I | Trust(2) | |||||||
Class B Common Shares | 130,000 | D | ||||||||
Common Shares | 12/28/2009 | P(3) | 500 | A | $4.45 | 128,693 | D | |||
Common Shares | 12/28/2009 | P(3) | 500 | A | $4.46 | 129,193 | D | |||
Common Shares | 12/29/2009 | P(3) | 200 | A | $4.5 | 129,393 | D | |||
Common Shares | 12/29/2009 | P(3) | 200 | A | $4.51 | 129,593 | D | |||
Common Shares | 12/29/2009 | P(3) | 300 | A | $4.53 | 129,893 | D | |||
Common Shares | 12/29/2009 | P(3) | 500 | A | $4.54 | 130,393 | D | |||
Restricted Common Shares(4) | 1,308 | D | ||||||||
Common Shares | 2,448 | I | Wife |
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 | $45.125 | 08/02/2002 | 08/01/2010 | Common Shares | 120,000 | 120,000 | D | ||||||||
Common Share Option | $18.41 | 07/25/2003(5) | 07/24/2011 | Common Shares | 100,000 | 100,000 | D | ||||||||
Common Share Option | $13.76 | 07/24/2004(5) | 07/23/2012 | Common Shares | 100,000 | 100,000 | D | ||||||||
Common Share Option | $16.12 | 08/10/2005 | 07/18/2013 | Common Shares | 100,000 | 100,000 | D | ||||||||
Common Share Option | $18.75 | 02/15/2005 | 07/16/2014 | Common Shares | 70,000 | 70,000 | D | ||||||||
Common Share Option | $15.05 | 10/04/2007(5) | 10/03/2015 | Common Shares | 55,000 | 55,000 | D | ||||||||
Common Share Option | $9.12 | 11/09/2009(5) | 11/09/2017 | Common Shares | 38,300 | 38,300 | D | ||||||||
Performance Award Unit | $0.00 | 09/30/2010(6) | (6) | Common Shares | 19,300(6) | 19,300(6) | D |
Explanation of Responses: |
1. Keithley Investment Co. Limited Partnership |
2. Joseph F. Keithley 1988 Family Trust - reporting person is Trustee |
3. The purchases reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 8, 2009. |
4. Restricted shares will become fully vested on December 1, 2010 |
5. Date reported applies to 50% of total, one-half of the balance is then exercisable in each succeeding year. |
6. 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 | 12/30/2009 | |
** 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). | ||
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. |