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^*

SUN ANTHONY

(Last)

(First)

(Middle)

C/O VENROCK

3340 HILLVIEW AVENUE

(Street)

PALO ALTO

94304

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COGNEX CORP [ CGNX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2009

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)

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)
Stock Option (right to buy)	$25.595	12/15/2009		D			10,000	12/31/2004	01/22/2016	Common Stock	10,000	$3.17⁽¹⁾	0	D
Stock Option (right to buy)	$31.94	12/15/2009		D			7,500	⁽²⁾	02/25/2014	Common Stock	7,500	$1.89⁽³⁾	0	D
Stock Option (right to buy)	$25.02	12/15/2009		D			7,500	⁽⁴⁾	01/10/2015	Common Stock	7,500	$2.79⁽⁵⁾	0	D
Stock Option (right to buy)	$29.38	12/15/2009		D			7,500	⁽⁶⁾	01/30/2016	Common Stock	7,500	$1.85⁽⁷⁾	0	D

Explanation of Responses:

1. On December 15, 2009, the Issuer cancelled, pursuant to the Issuer's offer to purchase certain outstanding stock options for cash, a stock option granted to Mr. Sun on January 22, 2001. Mr. Sun received $31,700 as consideration for the cancellation.

2. The option vested in four equal annual installments beginning on January 1, 2005.

3. On December 15, 2009, the Issuer cancelled, pursuant to the Issuer's offer to purchase certain outstanding stock options for cash, a stock option granted to Mr. Sun on February 25, 2004. Mr. Sun received $14,175 as consideration for the cancellation.

4. The option vested in four equal annual installments beginning on January 1, 2006.

5. On December 15, 2009, the Issuer cancelled, pursuant to the Issuer's offer to purchase certain outstanding stock options for cash, a stock option granted to Mr. Sun on January 10, 2005. Mr. Sun received $20,925 as consideration for the cancellation.

6. The option vests in four equal annual installments beginning on January 1, 2007.

7. On December 15, 2009, the Issuer cancelled, pursuant to the Issuer's offer to purchase certain outstanding stock options for cash, a stock option granted to Mr. Sun on January 30, 2006. Mr. Sun received $13,875 as consideration for the cancellation.

Remarks:

	/s/ Anthony Sun	12/17/2009
	** 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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