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^*

LEE THOMAS

(Last)

(First)

(Middle)

8659 RESEARCH DR.

(Street)

IRVINE

92618

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MULTI FINELINE ELECTRONIX INC [ MFLX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP Business Development

3. Date of Earliest Transaction (Month/Day/Year)
07/27/2016

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	07/27/2016		D		38,989	D	$23.95⁽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)
Restricted Stock Unit	⁽²⁾	07/27/2016		D			37,337	⁽²⁾	⁽²⁾	Common Stock	37,337	$23.95⁽²⁾	0	D
Performance Stock Unit	⁽³⁾	07/27/2016		D			36,052	⁽³⁾	⁽³⁾	Common Stock	36,052	$23.95⁽³⁾	0	D
Stock Appreciate Right	$21.9	07/27/2016		D			2,283	⁽⁴⁾	06/05/2019	Common Stock	2,283	$2.05⁽⁴⁾	0	D
Stock Appreciate Right	$22.17	07/27/2016		D			13,001	⁽⁴⁾	11/15/2020	Common Stock	13,001	$1.78⁽⁴⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger ("Merger Agreement"), dated as of February 4, 2016, by and among Multi-Fineline Electronix, Inc., Suzhou Dongshan Precision Manufacturing Co., Ltd., and Dragon Electronix Merger Sub Inc., pursuant to which the outstanding shares of the issuer's common stock were converted into the right to receive the merger consideration of $23.95 per share in cash, without interest, on July 27, 2016, the effective date of the Merger (the "Effective Date").

2. Represents restricted stock units, whether vested or unvested, that became fully vested and cancelled as of the Effective Date, pursuant to the Merger Agreement in exchange for the right to receive the merger consideration of $23.95 per share in cash, without interest and less any applicable withholding taxes.

3. Represents performance stock units, whether vested or unvested, that became fully vested and cancelled as of the Effective Date pursuant to the Merger Agreement in exchange for the right to receive the merger consideration of $23.95 per share in cash, assuming that the applicable performance goals were achieved at 100% of the target level, without interest and less any applicable withholding taxes.

4. Represents stock appreciation right ("SAR"), whether vested or unvested, that became fully vested and cancelled at the Effective Date in exchange for the right to receive the merger consideration in an amount determined by multiplying (x) the excess, if any, of the merger consideration of $23.95 per share, over the applicable exercise price per share of such SAR by (y) the number of shares subject to such SAR.

Remarks:

	/s/ Dean Matheson, Attorney-in-Fact for Thomas Lee	07/29/2016
	** 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).
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