-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JLioMHPSLOpJrXxiZFbxHJK9nC3ZuTBUpxpmzsIPLJTDFY/BtJYkXrKYhbym8eBS uSarzkmP9Fy7Lu1raS61Sg== 0001209191-10-052083.txt : 20101029 0001209191-10-052083.hdr.sgml : 20101029 20101029121853 ACCESSION NUMBER: 0001209191-10-052083 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101027 FILED AS OF DATE: 20101029 DATE AS OF CHANGE: 20101029 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PLUSH MARK J CENTRAL INDEX KEY: 0001198942 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09965 FILM NUMBER: 101150589 MAIL ADDRESS: STREET 1: KEITHLEY INSTRUMENTS INC STREET 2: 28775 AURORA RD CITY: CLEVELAND STATE: OH ZIP: 44139 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: KEITHLEY INSTRUMENTS INC CENTRAL INDEX KEY: 0000054991 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 340794417 STATE OF INCORPORATION: OH FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 28775 AURORA RD CITY: SOLON STATE: OH ZIP: 44139 BUSINESS PHONE: 2162480400 4 1 doc4.xml FORM 4 SUBMISSION X0303 4 2010-10-27 0 0000054991 KEITHLEY INSTRUMENTS INC KEI 0001198942 PLUSH MARK J KEITHLEY INSTRUMENTS, INC. 28775 AURORA ROAD SOLON OH 44139 0 1 0 0 VP, CFO Common Shares 2010-01-06 4 J 0 8 4.5527 A 42738 D Common Shares 2010-04-06 4 J 0 5 6.587 A 42743 D Common Shares 2010-07-06 4 J 0 12 8.98 A 43947 D Common Shares 2010-07-16 4 J 0 429 8.388 A 44376 D Common Shares 2010-10-05 4 J 0 5 21.447 A 44381 D Common Shares 2010-10-21 4 G 0 2300 0.00 D 42081 D Common Shares 2010-10-27 4 M 0 12000 A 54081 D Common Shares 2010-10-27 4 F 0 3834 21.53 D 50247 D Restricted Shares 952 D Common Shares 2010-01-06 4 J 0 3 4.5527 A 1339 I Trust Common Shares 2010-04-06 4 J 0 3 6.587 A 1342 I Trust Common Shares 2010-07-06 4 J 0 6 8.98 A 1348 I Trust Common Shares 2010-10-05 4 J 0 2 21.447 A 1350 I Trust Common Share Option 18.41 2003-07-25 2011-07-24 Common Shares 38000 38000 D Common Share Option 13.76 2004-07-24 2012-07-23 Common Shares 25029 25029 D Common Share Option 16.12 2005-08-10 2013-07-18 Common Shares 33000 33000 D Common Share Option 18.75 2005-02-15 2014-07-16 Common Shares 28000 28000 D Common Share Option 15.05 2007-10-04 2015-10-03 Common Shares 10400 10400 D Common Share Option 9.12 2009-11-09 2017-11-09 Common Shares 12700 12700 D Performance Award Unit 2010-10-27 4 M 0 9600 0.00 D 2010-09-30 Common Shares 9600 0 D Common Stock Option 2.99 2011-02-06 2019-02-06 Common Shares 27500 27500 D Restricted Unit Award 0.00 Common Shares 4600 4600 D Common Stock Option 4.26 2011-12-04 2019-12-04 Common Shares 22250 22250 D Performance Award Unit 0.00 2012-09-30 Common Shares 22250 22250 D Acquired through Employee Stock Purchase and Dividend Reinvestment Plan. Includes 1,192 shares for which restrictions lapsed on June 1, 2010, which were previously reported as restricted shares Each Performance Award Unit represented the right to receive one common share. The number of units initially awarded was a target (as shown in Table II), and the actual number of units that vested and converted to shares (which could range from 0 shares to twice the target number of shares) was 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 ended on September 30, 2010. Based on the Company's performance, the units converted into a number of shares equal to 1.25 times the target number. Shares issuable upon vesting of Performance Award Units were withheld to settle associated tax liabilities. Restricted Shares will become fully vested on June 1, 2011 Christopher M. Plush Trust, Virginia A. Plush Trustee Option became fully vested on February 15, 2005 Pursuant to a domestic relations order, the reporting person is deemed to hold 16,251 options for his former spouse and may exercise the option solely upon the direct of his former spouse who is entitled to the shares issued upon exercise. The reporting person disclaims beneficial ownership with respect to the options held for the benefit of his former spouse. Date reported applies to 50% of total, one-half of the balance is then exercisable in each succeeding year. Option became fully vested on August 10, 2005 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. 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. Mark J. Plush 2010-10-29 -----END PRIVACY-ENHANCED MESSAGE-----