AMETEK (AME) Form 4 AMETEK / FRANK S HERMANCE ownership change

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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

HERMANCE FRANK S

(Last) (First) (Middle)

1100 CASSATT ROAD

(Street)

BERWYN PA 19312-1177

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AMETEK INC/ [ AME ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2017

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/serp	02/10/2017		J(1)		2,751	A	$49.902	386,429	D
Common Stock	02/13/2017		M		335,790	A	$19.5867	2,411,096	D
Common Stock	02/13/2017		S		335,790	D	$53.6602(2)	2,075,306	D
Common Stock								270,000	I	By Wife
Common Stock								42,000	I	by GRAT

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
Stock Option	$19.5867	02/13/2017		M			335,790	(3)	04/28/2017	Common Stock	335,790	$0	0	D
Stock Option	$29.8267							(4)	05/02/2018	Common Stock	150,840		150,840	D
Stock Option	$34.0467							(5)	04/30/2019	Common Stock	190,230		190,230	D
Stock Option	$41.74							(6)	05/07/2020	Common Stock	157,310		157,310	D
Stock Option	$53.13							(7)	05/07/2021	Common Stock	118,100		118,100	D
Stock Option	$52.27							(8)	05/05/2022	Common Stock	165,330		165,330	D
Stock Option	$46.96							(9)	05/03/2023	Common Stock	91,820		91,820	D

Explanation of Responses:

1. Allocated pursuant to the AMETEK, Inc. Supplemental Executive Retirement Plan under which shares are automatically distributed on a one-for-one basis upon the participant's retirement.

2. The shares sold at prices ranging from $53.54 to $53.78 per share. Upon request by the SEC staff, the issuer or any security holder of the issuer, the reporting person will provide information regarding the number of shares sold at each separate price.

3. The stock options will become exercisable in four equal annual installments beginning on April 29, 2011.

4. The stock options will become exercisable in four equal installments beginning on May 3, 2012.

5. The stock options will become exercisable in four equal installments beginning on May 1, 2013.

6. The stock options will become exercisable in four equal annual installments beginning on May 8, 2014.

7. The stock options will become exercisable in four equal annual installments beginning on May 8, 2015.

8. The stock options will become exercisable in four equal annual installments beginning on May 6, 2016.

9. The stock options will become exercisable in four equal annual installments beginning on May 4, 2017.

	/s/ Joy D. Atwell, attorney-in-fact for Mr. Hermance	02/14/2017
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.