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^*

Green James W

(Last)

(First)

(Middle)

C/O ANALOGIC CORPORATION

8 CENTENNIAL DRIVE

(Street)

PEABODY

01960

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ANALOGIC CORP [ ALOG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President/CEO/Director

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2012

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)
Common Stock	09/10/2012		A		3,032	A	$0	24,087	D
Common Stock	09/10/2012	⁽¹⁾	A		419	A	$0	24,506	D
Common Stock	09/10/2012		M		14,932	A	⁽²⁾	39,438	D
Common Stock	09/10/2012		F		8,163	D	$70.04	31,275	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)
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)
Restricted Stock Units	⁽³⁾	09/10/2012		A		10,244		⁽³⁾	⁽³⁾	Common Stock	10,244	⁽¹⁾	10,244	D
Non-Qualified Stock Options (Right to Buy)	$70.04	09/10/2012		A		17,371		⁽⁴⁾	09/10/2019	Common Stock	17,371	$70.04	17,371	D
RSU	⁽²⁾	09/10/2012		M			14,932	⁽²⁾	⁽²⁾	Common Stock	14,932	⁽²⁾	0	D

Explanation of Responses:

1. Represents the vesting of additional shares pursuant to a performance-based award granted on 10/14/2009.

2. Represents the vesting of performance-based award granted on 1/29/2010.

3. The number of Restricted Stock Units ("RSUs)" represents the target number of RSUs that may be earned based on the achievement of certain performance criteria. The actual number of RSUs awarded may vary between 0 and twice the target, depending on the Company's performance. The performance period will end on July 31, 2015. As soon as reasonably practicable thereafter, a determination will be made as to whether and to what extent the performance criteria has been met. If such criteria has been met, the RSUs earned will be converted to common stock and a like number of shares will be issued to the grantee.

4. The options will become exercisable in three equal installments beginning 1 year from the grant date of 9/10/2012.

	/s/ John J. Fry, by Power of Attorney For James W. Green	09/12/2012
	** 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.
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