Richard H Wills Form 4 ELECTRO SCIENTIFIC INDUSTRIES / RICHARD H WILLS 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

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X

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^*

WILLS RICHARD H

(Last) (First) (Middle)

C/O ELECTRO SCIENTIFIC INDUSTRIES, INC.

13900 NW SCIENCE PARK DR.

(Street)

PORTLAND OR 97229

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ELECTRO SCIENTIFIC INDUSTRIES INC [ ESIO ]

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)
02/01/2019

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	02/01/2019		D		99,055	D	$30(1)	5,543	D
Common Stock	02/01/2019		D		5,543	D	(2)	0	D

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

Explanation of Responses:

1. 99,055 shares of Issuer common stock were cancelled and disposed of at the effective time of the merger of EAS Equipment, Inc. ("Merger Sub"), a wholly owned subsidiary of MKS Instruments, Inc. ("MKS"), with and into the Issuer (the "Merger"), pursuant to that certain Agreement and Plan of Merger dated October 29, 2018, among the Issuer, MKS and Merger Sub (the "Merger Agreement") as a result of which Issuer became a wholly owned subsidiary of MKS, in exchange for a cash payment of $30.00 per share.

2. Restricted stock units representing the right to receive a total of 5,543 shares of Issuer's common stock were assumed by MKS at the effective time of the Merger and converted into restricted stock units representing the right to receive 2,107 shares of MKS's common stock, in accordance with the terms of the Merger Agreement.

	By: /s/ Aric McKinnis, Attorney-in-Fact For: Richard H. Wills	02/01/2019
	** 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).
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