-----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, ON3m3QFSiV+RuUWkWznn2fL5U9820EvDzJs0MufIDnhOG6Vu+U7WKZQI5zrGgdo6 WpxN8Np8v2cUoS+YkV4Clw== 0001209191-10-059567.txt : 20101210 0001209191-10-059567.hdr.sgml : 20101210 20101210110506 ACCESSION NUMBER: 0001209191-10-059567 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101208 FILED AS OF DATE: 20101210 DATE AS OF CHANGE: 20101210 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PENDERGRASS LARRY L CENTRAL INDEX KEY: 0001234664 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09965 FILM NUMBER: 101243977 4 1 doc4.xml FORM 4 SUBMISSION X0303 4 2010-12-08 1 0000054991 KEITHLEY INSTRUMENTS INC KEI 0001234664 PENDERGRASS LARRY L KEITHLEY INSTRUMENTS, INC. 28775 AURORA ROAD SOLON OH 44139 0 1 0 0 VP New Product Development Common Shares 2010-12-08 4 D 0 6533 21.60 D 0 D Common Share Option 12.43 2010-12-08 4 D 0 20000 9.17 D 2005-05-20 2013-05-19 Common Shares 20000 0 D Common Share Option 18.75 2010-12-08 4 D 0 25000 2.85 D 2005-02-15 2014-07-16 Common Shares 25000 0 D Common Share Option 15.05 2010-12-08 4 D 0 8800 6.55 D 2007-10-04 2015-10-03 Common Shares 8800 0 D Common Share Option 14.00 2010-12-08 4 D 0 9600 7.60 D 2009-01-30 2017-01-30 Common Shares 9600 0 D Common Share Option 9.12 2010-12-08 4 D 0 8300 12.48 D 2009-11-09 2017-11-09 Common Shares 8300 0 D Common Share Option 2.99 2010-12-08 4 D 0 17400 18.61 D 2011-02-06 2019-02-06 Common Shares 17400 0 D Restricted Unit Award 0.00 2010-12-08 4 D 0 5800 21.60 D Common Shares 5800 0 D Common Share Option 4.26 2010-12-08 4 D 0 13200 17.34 D 2011-12-04 2019-12-04 Common Shares 13200 0 D Performance Award Unit 0.00 2010-12-08 4 D 0 6600 21.60 D 2012-09-30 Common Shares 6600 0 D Restricted Unit Award 0.00 2010-12-08 4 D 0 4400 21.60 D Common Shares 4400 0 D Disposed of pursuant to an Agreement and Plan of Merger, dated as of September 29, 2010 (the "Merger Agreement") by and among Danaher Corporation, Aegean Acquisition Corp. and the Issuer in exchange for the merger consideration of $21.60 in cash per share. The options were cancelled pursuant to the Merger Agreement in exchange for the merger consideration of $21.60 in cash per share, less the exercise price per share of $12.43. Date reported applies to 50% of total, one-half of the balance is then exercisable in each succeeding year. The options were cancelled pursuant to the Merger Agreement in exchange for the merger consideration of $21.60 in cash per share, less the exercise price per share of $18.75. Option became fully vested on February 15, 2005 The options were cancelled pursuant to the Merger Agreement in exchange for the merger consideration of $21.60 in cash per share, less the exercise price per share of $15.05. The options were cancelled pursuant to the Merger Agreement in exchange for the merger consideration of $21.60 in cash per share, less the exercise price per share of $14.00. The options were cancelled pursuant to the Merger Agreement in exchange for the merger consideration of $21.60 in cash per share, less the exercise price per share of $9.12. The options were cancelled pursuant to the Merger Agreement in exchange for the merger consideration of $21.60 in cash per share, less the exercise price per share of $2.99. The units were cancelled pursuant to the Merger Agreement in exchange for the merger consideration of $21.60 in cash per share. Restricted unit awards were to become fully vested on February 6, 2013. Common shares represented by such vested restricted unit awards were to be delivered promptly after such vesting date. The options were cancelled pursuant to the Merger Agreement in exchange for the merger consideration of $21.60 in cash per share, less the exercise price per share of $4.26. Each Performance Award Unit represented a right to receive one common share. The number of units comprising the initial award were to be 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) were to be converted to shares under the Plan and will be issued on or before December 31, 2012. Restricted unit awards were to become fully vested on December 4, 2013. Common Shares represented by such vested restricted unit awards were to be delivered promptly after such vesting date. Mark J. Plush, Attorney-in Fact 2010-12-10 -----END PRIVACY-ENHANCED MESSAGE-----