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^*

SIMON MARK W

(Last)

(First)

(Middle)

PENN ENGINEERING & MANUFACTURING CORP.

5190 OLD EASTON RD.

(Street)

DANBORO

18916

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PENN ENGINEERING & MANUFACTURING CORP [ PNN&PNNA ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President Finance/

3. Date of Earliest Transaction (Month/Day/Year)
05/25/2005

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, $.01 par value	05/25/2005		D		5,409.893	D	⁽¹⁾	0	D
Common Stock, $.01 par value	05/25/2005		D		1,000	D	⁽¹⁾	0	D
Common Stock, $.01 par value	05/25/2005		D		238	D	⁽¹⁾	0	I	By daughter
Common Stock, $.01 par value	05/25/2005		D		200	D	⁽¹⁾	0	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)
Employee Stock Option	$9.188	05/25/2005		D			20,000⁽²⁾	12/04/1997	12/04/2006	Common Stock	20,000⁽²⁾	⁽²⁾	0	D
Employee Stock Option	$12.813	05/25/2005		D			20,000⁽²⁾	12/16/1998	12/16/2007	Common Stock	20,000⁽²⁾	⁽²⁾	0	D
Employee Stock Option	$11	05/25/2005		D			20,000⁽²⁾	12/14/1999	12/14/2008	Common Stock	20,000⁽²⁾	⁽²⁾	0	D
Employee Stock Option	$12.688	05/25/2005		D			20,000⁽²⁾	12/08/2000	12/08/2009	Common Stock	20,000⁽²⁾	⁽²⁾	0	D
Employee Stock Option	$18.063	05/25/2005		D			30,000⁽²⁾	12/06/2001	12/06/2010	Common Stock	30,000⁽²⁾	⁽²⁾	0	D
Employee Stock Option	$16.58	05/25/2005		D			30,000⁽²⁾	12/05/2002	12/05/2011	Common Stock	30,000⁽²⁾	⁽²⁾	0	D
Employee Stock Option	$11.7	05/25/2005		D			30,000⁽²⁾	12/05/2003	12/05/2012	Common Stock	30,000⁽²⁾	⁽²⁾	0	D
Employee Stock Option	$17.3	05/25/2005		D			30,000⁽²⁾	12/03/2004	12/03/2013	Common Stock	30,000⁽²⁾	⁽²⁾	0	D

Explanation of Responses:

1. Sale of Stock: Pursuant to the Agreement and Plan of Merger, dated as of January 17, 2005, as amended as of May 10, 2005, by and among PEM Holding Co., PN Merger Sub, Inc. and Penn Engineering & Manufacturing Corp. (the"Company"), each issued and outstanding share of the Company's common stock and class A common stock has been converted as of the effective time of the merger into the right to receive $18.25 in cash, without interest, except for shares for which appraisal rights have been perfected under Delaware law.

2. Cash-Out of Stock Options: Pursuant to the Agreement and Plan of Merger, dated as of January 17, 2005, as amended as of May 10, 2005, by and among PEM Holding Co., PN Merger Sub, Inc. and Penn Engineering & Manufacturing Corp. (the"Company"), this option was canceled in exchange for a cash payment of $18.25 by the Company, representing the difference between the exercise price of the option and the $18.25 per share merger consideration.

	/s/ Mark W. Simon	05/25/2005
	** 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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