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*
DALTON JAMES F
(Last) (First) (Middle)
PO BOX 500
14200 SW KARL BRAUN DRIVE
(Street)
BEAVERTON OR 97077-0001
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TEKTRONIX INC [ TEK ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP, General Counsel, Secretary
3. Date of Earliest Transaction (Month/Day/Year)
10/16/2007
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)
Code V Amount (A) or (D) Price
Common Stock 10/16/2007 M 50,000 A $20.0625 89,935 D
Common Stock 10/16/2007 S 50,000 D $37.71 39,935 D
Common Stock 10/16/2007 M 33,000 A $24.48 72,935 D
Common Stock 10/16/2007 S 4,000 D $37.72 68,935 D
Common Stock 10/16/2007 S 22,500 D $37.7 46,435 D
Common Stock 10/16/2007 S 6,500 D $37.71 39,935 D
Common Stock 10/16/2007 M 21,000 A $31.55 60,935 D
Common Stock 10/16/2007 S 21,000 D $37.72 39,935 D
Common Stock 10/16/2007 M 12,500 A $28.69 52,435 D
Common Stock 10/16/2007 S 12,500 D $37.71 39,935 D
Common Stock 10/16/2007 M 6,000 A $29.79 45,935 D
Common Stock 10/16/2007 S 6,000 D $37.71 39,935 D
Common Stock 10/16/2007 S 7,471 D $37.72 32,464 D
Common Stock 3,873(9) I 401(k) Plan
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock Units (1) (2) (2) Common Stock 982 982(3) D
Non-Qualified Stock Option $20.06 10/16/2007 M 50,000 01/20/2002 01/20/2010 Common Stock 50,000 (4) 0 D
Non-Qualified Stock Option $37.5 01/18/2003 01/18/2011 Common Stock 30,000 30,000 D
Non-Qualified Stock Option $24.48 10/16/2007 M 33,000 02/01/2003 02/01/2012 Common Stock 33,000 (5) 0 D
Non-Qualified Stock Option $31.55 10/16/2007 M 21,000 01/20/2005 01/20/2014 Common Stock 21,000 (6) 7,000 D
Non-Qualified Stock Option $28.69 10/16/2007 M 12,500 01/18/2006 01/18/2015 Common Stock 12,500 (7) 12,500 D
Non-Qualified Stock Option $29.79 10/16/2007 M 6,000 01/17/2007 01/17/2016 Common Stock 6,000 (8) 18,000 D
Non-Qualified Stock Option $28.74 01/16/2008 01/16/2017 Common Stock 22,000 22,000 D
Explanation of Responses:
1. Phantom Stock Units are convertible into common stock on a 1-for-1 basis.
2. Phantom Stock Units accrued under the Tektronix, Inc. Stock Deferral Plan are to be settled in Tektronix, Inc. Common Stock upon the reporting person's termination from the Company pursuant to the Plan.
3. Includes 1 share acquired in unreported dividend reinvestment transactions.
4. Employee stock option granted 1/20/2000 and exercisable for 25% of the shares on each of the first four anniversaries of the option date.
5. Employee stock option granted 2/1/2002 and exercisable for 25% of the shares on each of the first four anniversaries of the option date.
6. Employee stock option granted 1/20/2004 and exercisable for 25% of the shares on each of the first four anniversaries of the option date.
7. Employee stock option granted 1/18/2005 and exercisable for 25% of the shares on each of the first four anniversaries of the option date.
8. Employee stock option granted 1/17/2006 and exercisable for 25% of the shares on each of the first four anniversaries of the option date.
9. Between June 1, 2007 and September 30, 2007, the reporting person acquired 59 shares of Tektronix, Inc. common stock under the Tektronix, Inc. 401(k) Plan and the Tek Stock Fund, a separate fund within the 401(k) Plan. The information in this report is based on the September 30, 2007 Plan statement.
Remarks:
MardiLyn Saathoff, attorney-in-fact, for James F. Dalton 10/18/2007
** 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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