mm08-1511fei_sc13d.htm

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)

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

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

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

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

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

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

The title and class of equity security to which this Statement on Schedule 13D relates is the common stock, no par value per share (“Common Stock”), of FEI Company, an Oregon corporation (the “Company”). The address of the Company’s principal executive offices is 5350 NE Dawson Creek Drive, Hillsboro, Oregon 97124.

This Statement on Schedule 13D is being filed by and on behalf of Blue Harbour Group, LP, a Delaware limited partnership (“Manager”), Blue Harbour Strategic Value Partners Master Fund, LP, a Cayman Islands exempted limited partnership (the “Fund”), Blue Harbour Institutional Partners Master Fund, L.P., a Cayman Islands exempted limited partnership (“BHIP” and, together with the Fund, the “Funds”), Blue Harbour GP, LLC, a Delaware limited liability company (“Fund GP”), Blue Harbour Holdings, LLC, a Delaware limited liability company (“Manager GP”), and Clifton S. Robbins, a citizen of the United States of America (“Mr. Robbins”). Manager, the Fund, BHIP, Fund GP, Manager GP and Mr. Robbins are herein sometimes referred to each as a “Reporting Person” and collectively as the “Reporting Persons.”

Each of the Fund and BHIP is principally involved in the business of investing in securities. Fund GP is principally involved in the business of serving as the general partner of the Funds. Manager is principally involved in the business of providing investment advisory and investment management services to the Funds and its affiliates and, among other things, exercises all voting and other powers and privileges attributable to any securities held for the account of each of the Funds. Manager GP is principally involved in the business of serving as the general partner of Manager.

During the last five years, none of the Reporting Persons nor, to the best of their knowledge, any of their officers and directors, has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The 2,355,102 shares of Common Stock reported herein by the Reporting Persons were acquired by the Funds for an aggregate purchase price of approximately $68,327,195 (excluding brokerage commissions). The shares of Common Stock that are reported on this Statement on Schedule 13D were acquired with working capital of each of the Funds, which at any given time may include funds borrowed on margin in the ordinary course and on customary terms.

In pursuing such investment purposes, the Reporting Persons may further purchase, hold, vote, trade, dispose or otherwise deal in the securities of the Company at times, and in such manner, as they deem advisable to benefit from changes in market prices of such securities, changes in the Company’s operations, business strategy or prospects, or from a sale or merger of the Company. To evaluate such alternatives, the Reporting Persons will routinely monitor the Company’s operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as alternative investment opportunities, liquidity requirements of the Reporting Persons and other investment considerations.

Consistent with its investment research process, the Reporting Persons may engage in communications regarding such matters with members of management and the Board of Directors of the Company, other current or prospective shareholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other investors. Such factors and discussions may materially affect, and result in, the Reporting Persons modifying their ownership of securities of the Company, exchanging information with the Company pursuant to appropriate confidentiality or similar agreements, proposing changes in the Company’s operations, governance or capitalization, or in proposing one or more of the other actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

The Reporting Persons reserve the right to formulate other plans and/or make other proposals, and take such actions with respect to their investment in the Company, including any or all of the actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D, or acquire additional securities of the Company or dispose of all the securities of the Company beneficially owned by them, in public market or privately negotiated transactions. The Reporting Persons may at any time reconsider and change their plans or proposals relating to the foregoing.

(a) – (b) The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Statement on Schedule 13D are incorporated herein by reference. As of the close of business on the date of this Statement, the Fund beneficially owns an aggregate of 1,615,753 shares of Common Stock, representing approximately 4.1% of the outstanding shares of Common Stock, and BHIP beneficially owns an aggregate of 739,349 shares of Common Stock, representing approximately 1.9% of the outstanding shares of Common Stock. As of the date of this Statement, the 2,335,102 shares of Common Stock beneficially owned, in the aggregate, by the Funds, which shares of Common Stock may be deemed to be beneficially owned by each of the Fund GP, Manager, Manager GP, and Mr. Robbins, represent approximately 6.0% of the outstanding shares of Common Stock. All percentages set forth in this paragraph are based on 39,157,243 shares of Common Stock outstanding as of August 1, 2011, as set forth in the Company’s Quarterly Report on Form 10-Q for the Company’s fiscal quarterly period ended July 3, 2011.

The Fund is the direct owner of 1,615,753 shares of Common Stock reported on this Statement and BHIP is the direct owner of 739,349 shares of Common Stock reported on this Statement. For purposes of disclosing the number of shares beneficially owned by each of the Reporting Persons, Fund GP, as general partner of the Funds, Manager, as the investment manager of the Funds, Manager GP as the general partner of Manager, and Mr. Robbins, as controlling owner of Fund GP and Manager GP (in addition to serving as Chief Executive Officer of Manager) may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) all shares of Common

BLUE HARBOUR GROUP, LP

By: Blue Harbour Holdings, LLC, its general partner

By: /s/ Clifton S. Robbins

Name: Clifton S. Robbins

Title: Managing Member

BLUE HARBOUR STRATEGIC VALUE

PARTNERS MASTER FUND, LP

By: Blue Harbour GP, LLC, its general partner

By: /s/ Clifton S. Robbins

Name: Clifton S. Robbins

Title: Managing Member

BLUE HARBOUR INSTITUTIONAL PARTNERS MASTER FUND, L.P.

By: Blue Harbour GP, LLC, its general partner

By: /s/ Clifton S. Robbins

Name: Clifton S. Robbins

Title: Managing Member

BLUE HARBOUR GP, LLC

By: /s/ Clifton S. Robbins

Name: Clifton S. Robbins

Title: Managing Member

BLUE HARBOUR HOLDINGS, LLC

By: /s/ Clifton S. Robbins

Name: Clifton S. Robbins

Title: Managing Member

/s/ Clifton S. Robbins

Clifton S. Robbins

Schedule I

Transactions in Shares of Common Stock by Reporting Persons

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

* Shares of Common Stock were sold or purchased (as applicable) over the day, and the aggregate amount and average price (excluding brokerage commissions) are indicated.