FEI COMPANY
|
(Name of Issuer)
|
COMMON STOCK, NO PAR VALUE
|
(Title of class of securities)
|
30241L109
|
(CUSIP number)
|
Todd R. Marcy
Blue Harbour Group, LP
646 Steamboat Road
Greenwich, Connecticut 06830
(203) 422-6540
|
(Name, address and telephone number of person authorized to receive notices and communications)
|
AUGUST 5, 2011
|
(Date of event which requires filing of this statement)
|
CUSIP No. 30241L109
|
13D
|
Page 2
|
1
|
NAME OF REPORTING PERSON:
|
Blue Harbour Group, LP
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) [ ]
(b) [X]
|
|||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS:
|
N/A
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM2(d) OR 2(e):
|
[ ]
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER:
|
0
|
||
8
|
SHARED VOTING POWER:
|
2,355,102
|
|||
9
|
SOLE DISPOSITIVE POWER:
|
0
|
|||
10
|
SHARED DISPOSITIVE POWER:
|
2,355,102
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
2,355,102
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
[ ]
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
6.0%
|
|||
14
|
TYPE OF REPORTING PERSON:
|
PN
|
CUSIP No. 30241L109
|
13D
|
Page 3
|
1
|
NAME OF REPORTING PERSON:
|
Blue Harbour Strategic Value Partners Master Fund, LP
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) [ ]
(b) [X]
|
|||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS:
|
WC
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM2(d) OR 2(e):
|
[ ]
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
Cayman Islands, British West Indies
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER:
|
0
|
||
8
|
SHARED VOTING POWER:
|
1,615,753
|
|||
9
|
SOLE DISPOSITIVE POWER:
|
0
|
|||
10
|
SHARED DISPOSITIVE POWER:
|
1,615,753
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
1,615,753
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
[X]
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
4.1%
|
|||
14
|
TYPE OF REPORTING PERSON:
|
PN
|
CUSIP No. 30241L109
|
13D
|
Page 4
|
1
|
NAME OF REPORTING PERSON:
|
Blue Harbour Institutional Partners Master Fund, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) [ ]
(b) [X]
|
|||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS:
|
WC
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM2(d) OR 2(e):
|
[ ]
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
Cayman Islands, British West Indies
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER:
|
0
|
||
8
|
SHARED VOTING POWER:
|
739,349
|
|||
9
|
SOLE DISPOSITIVE POWER:
|
0
|
|||
10
|
SHARED DISPOSITIVE POWER:
|
739,349
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
739,349
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
[X]
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
1.9%
|
|||
14
|
TYPE OF REPORTING PERSON:
|
PN
|
CUSIP No. 30241L109
|
13D
|
Page 5
|
1
|
NAME OF REPORTING PERSON:
|
Blue Harbour GP, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) [ ]
(b) [X]
|
|||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS:
|
N/A
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM2(d) OR 2(e):
|
[ ]
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER:
|
0
|
||
8
|
SHARED VOTING POWER:
|
2,355,102
|
|||
9
|
SOLE DISPOSITIVE POWER:
|
0
|
|||
10
|
SHARED DISPOSITIVE POWER:
|
2,355,102
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
2,355,102
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
[ ]
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
6.0%
|
|||
14
|
TYPE OF REPORTING PERSON:
|
OO
|
CUSIP No. 30241L109
|
13D
|
Page 6
|
1
|
NAME OF REPORTING PERSON:
|
Blue Harbour Holdings, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) [ ]
(b) [X]
|
|||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS:
|
N/A
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM2(d) OR 2(e):
|
[ ]
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER:
|
0
|
||
8
|
SHARED VOTING POWER:
|
2,355,102
|
|||
9
|
SOLE DISPOSITIVE POWER:
|
0
|
|||
10
|
SHARED DISPOSITIVE POWER:
|
2,355,102
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
2,355,102
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
[ ]
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
6.0%
|
|||
14
|
TYPE OF REPORTING PERSON:
|
OO
|
CUSIP No. 30241L109
|
13D
|
Page 7
|
1
|
NAME OF REPORTING PERSON:
|
Clifton S. Robbins
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) [ ]
(b) [X]
|
|||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS:
|
N/A
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM2(d) OR 2(e):
|
[ ]
|
|||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
United States of America
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER:
|
0
|
||
8
|
SHARED VOTING POWER:
|
2,355,102
|
|||
9
|
SOLE DISPOSITIVE POWER:
|
0
|
|||
10
|
SHARED DISPOSITIVE POWER:
|
2,355,102
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
2,355,102
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
[ ]
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
6.0%
|
|||
14
|
TYPE OF REPORTING PERSON:
|
IN
|
ITEM 6.
|
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
|
EXHIBIT 1
|
Agreement as to Joint Filing of Schedule 13D, dated August 15, 2011, by and among Manager, the Fund, BHIP, Fund GP, Manager GP and Mr. Robbins.
|
|
Schedule I
|
Reporting Person
|
Date
|
Transaction
|
Number of Shares of Common Stock
|
Price Per Share*
|
Fund
|
7/1/2011
|
Purchase
|
21,600
|
$38.19
|
BHIP
|
7/1/2011
|
Disposition
|
21,600
|
$38.19
|
Fund
|
7/12/2011
|
Purchase
|
17,562
|
$37.00
|
BHIP
|
7/12/2011
|
Purchase
|
8,038
|
$37.00
|
Fund
|
7/13/2011
|
Purchase
|
16,738
|
$37.00
|
BHIP
|
7/13/2011
|
Purchase
|
7,662
|
$37.00
|
Fund
|
7/27/2011
|
Purchase
|
17,150
|
$34.31
|
BHIP
|
7/27/2011
|
Purchase
|
7,850
|
$34.31
|
Fund
|
7/27/2011
|
Purchase
|
32,242
|
$34.34
|
BHIP
|
7/27/2011
|
Purchase
|
14,758
|
$34.34
|
Fund
|
7/28/2011
|
Purchase
|
25,931
|
$33.00
|
BHIP
|
7/28/2011
|
Purchase
|
11,869
|
$33.00
|
Fund
|
7/29/2011
|
Purchase
|
8,369
|
$32.99
|
BHIP
|
7/29/2011
|
Purchase
|
3,831
|
$32.99
|
Fund
|
8/4/2011
|
Purchase
|
41,172
|
$31.56
|
BHIP
|
8/4/2011
|
Purchase
|
18,828
|
$31.56
|
Fund
|
8/5/2011
|
Purchase
|
53,083
|
$30.61
|
BHIP
|
8/5/2011
|
Purchase
|
24,273
|
$30.61
|
Fund
|
8/5/2011
|
Purchase
|
77,953
|
$30.82
|
BHIP
|
8/5/2011
|
Purchase
|
35,647
|
$30.82
|
Fund
|
8/8/2011
|
Purchase
|
126,947
|
$29.97
|
BHIP
|
8/8/2011
|
Purchase
|
58,053
|
$29.97
|
Fund
|
8/8/2011
|
Purchase
|
51,466
|
$30.48
|
BHIP
|
8/8/2011
|
Purchase
|
23,534
|
$30.48
|
Fund
|
8/8/2011
|
Purchase
|
6,861
|
$30.70
|
BHIP
|
8/8/2011
|
Purchase
|
3,139
|
$30.70
|