Bradley J Thies Form 4 FEI / BRADLEY J THIES 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^*

THIES BRADLEY J

(Last) (First) (Middle)

C/O FEI COMPANY

5350 NE DAWSON CREEK DRIVE

(Street)

HILLSBORO OR 97124-5793

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FEI CO [ FEIC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
09/19/2016

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	09/19/2016		U		15,972	D	(1)	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
Stock Options	$23.98	09/19/2016		D			4,522	11/04/2011	11/04/2017	Common Stock	4,522	(2)	0	D
Stock Options	$39.76	09/19/2016		D			7,886	10/31/2012	10/31/2018	Common Stock	7,886	(3)	0	D
Stock Options	$55.16	09/19/2016		D			10,731	11/01/2013	11/01/2019	Common Stock	10,731	(4)	0	D
Stock Options	$89.08	09/19/2016		D			10,556	10/31/2014	10/31/2020	Common Stock	10,556	(5)	0	D
Stock Options	$81.88	09/19/2016		D			15,708	05/19/2015	05/19/2021	Common Stock	15,708	(6)	0	D
Stock Options	$81.15	09/19/2016		D			23,457	05/22/2016	05/22/2022	Common Stock	23,457	(7)	0	D
RSUs	$0.00(8)	09/19/2016		D			1,375	(9)	(8)	Common Stock	1,375	(9)	0	D
RSUs	$0.00(8)	09/19/2016		D			2,030	(10)	(8)	Common Stock	2,030	(10)	0	D
RSUs	$0.00(8)	09/19/2016		D			1,870	(11)	(8)	Common Stock	1,870	(11)	0	D
RSUs	$0.00(8)	09/19/2016		D			3,519	(12)	(8)	Common Stock	3,519	(12)	0	D
Performance-based RSUs	$0.00(13)	09/19/2016		D			10,096	(13)	(8)	Common Stock	10,096	(14)	0	D
RSUs	$0.00(8)	09/19/2016		D			8,728	(15)	(8)	Common Stock	8,728	(15)	0	D

Explanation of Responses:

1. Disposed of at the effective time of the merger of Polpis Merger Sub Co. ("Merger Sub"), a wholly owned subsidiary of Thermo Fisher Scientific Inc. ("Thermo Fisher"), with and into the Issuer (the "Merger"), pursuant to that certain Agreement and Plan of Merger dated May 26, 2016, between the Issuer, Thermo Fisher and Merger Sub (the "Merger Agreement"), in exchange for a cash payment of $107.50 per share.

2. The option, which became fully vested on November 4, 2014, originally covered 18,088 shares but was exercised as to 13,566 shares prior to the Merger. At or immediately prior to the effective time of the Merger, the unexercised portion of the option was cancelled in exchange for a cash payment equal to (x) the difference between $107.50 and the per share exercise price of the option, multiplied by (y) the number of shares subject to such portion of the option.

3. The option, which became fully vested on October 31, 2015, originally covered 15,772 shares but was exercised as to 7,886 shares prior to the Merger. At or immediately prior to the effective time of the Merger, the unexercised portion of the option was cancelled in exchange for a cash payment equal to (x) the difference between $107.50 and the per share exercise price of the option, multiplied by (y) the number of shares subject to such portion of the option.

4. The option was scheduled to vest in four equal annual installments beginning on November 1, 2013. At or immediately prior to the effective time of the Merger, the unexercised portion of the option was assumed by Thermo Fisher and converted into an award representing a right to receive a cash amount equal to (x) the difference between $107.50 and the per share exercise price of the option, multiplied by (y) the number of shares subject to such portion of the option, subject to the vesting terms of the Issuer's 1995 Stock Incentive Plan and the award agreement evidencing such option, in each case as in effect immediately prior to the effective time of the Merger.

5. The option was scheduled to vest in four equal annual installments beginning on October 31, 2014. At or immediately prior to the effective time of the Merger, the unexercised portion of the option was assumed by Thermo Fisher and converted into an award representing a right to receive a cash amount equal to (x) the difference between $107.50 and the per share exercise price of the option, multiplied by (y) the number of shares subject to such portion of the option, subject to the vesting terms of the Issuer's 1995 Stock Incentive Plan and the award agreement evidencing such option, in each case as in effect immediately prior to the effective time of the Merger.

6. The option was scheduled to vest in four equal annual installments beginning on May 19, 2015. At or immediately prior to the effective time of the Merger, the unexercised portion of the option was assumed by Thermo Fisher and converted into an award representing a right to receive a cash amount equal to (x) the difference between $107.50 and the per share exercise price of the option, multiplied by (y) the number of shares subject to such portion of the option, subject to the vesting terms of the Issuer's 1995 Stock Incentive Plan and the award agreement evidencing such option, in each case as in effect immediately prior to the effective time of the Merger.

7. The option was scheduled to vest in four equal annual installments beginning on May 22, 2016. At or immediately prior to the effective time of the Merger, the unexercised portion of the option was assumed by Thermo Fisher and converted into an award representing a right to receive a cash amount equal to (x) the difference between $107.50 and the per share exercise price of the option, multiplied by (y) the number of shares subject to such portion of the option, subject to the vesting terms of the Issuer's 1995 Stock Incentive Plan and the award agreement evidencing such option, in each case as in effect immediately prior to the effective time of the Merger.

8. Each of the restricted share units ("RSUs") represents the right to receive, following vesting, one share of the Issuer's common stock. These RSUs do not expire, unless forfeited under the terms of the RSUs.

9. The RSUs were scheduled to vest in four equal annual installments beginning on November 1, 2013. At or immediately prior to the effective time of the Merger, the outstanding RSUs were assumed by Thermo Fisher and converted into an award representing a right to receive a cash amount equal to (x) $107.50 multiplied by (y) the total number of outstanding shares of the Issuer's common stock that would have been delivered to Mr. Thies on each future vesting date of such RSUs (or on each future delivery date of such RSUs, if such delivery date is later than the related vesting date), subject to the vesting and delivery terms of the Issuer's 1995 Stock Incentive Plan and the award agreement evidencing such RSUs, in each case as in effect immediately prior to the effective time of the Merger.

10. The RSUs were scheduled to vest in four equal annual installments beginning on October 31, 2014. At or immediately prior to the effective time of the Merger, the outstanding RSUs were assumed by Thermo Fisher and converted into an award representing a right to receive a cash amount equal to (x) $107.50 multiplied by (y) the total number of outstanding shares of the Issuer's common stock that would have been delivered to Mr. Thies on each future vesting date of such RSUs (or on each future delivery date of such RSUs, if such delivery date is later than the related vesting date), subject to the vesting and delivery terms of the Issuer's 1995 Stock Incentive Plan and the award agreement evidencing such RSUs, in each case as in effect immediately prior to the effective time of the Merger.

11. The RSUs were scheduled to vest in four equal annual installments beginning on May 19, 2015. At or immediately prior to the effective time of the Merger, the outstanding RSUs were assumed by Thermo Fisher and converted into an award representing a right to receive a cash amount equal to (x) $107.50 multiplied by (y) the total number of outstanding shares of the Issuer's common stock that would have been delivered to Mr. Thies on each future vesting date of such RSUs (or on each future delivery date of such RSUs, if such delivery date is later than the related vesting date), subject to the vesting and delivery terms of the Issuer's 1995 Stock Incentive Plan and the award agreement evidencing such RSUs, in each case as in effect immediately prior to the effective time of the Merger.

12. The RSUs were scheduled to vest in four equal annual installments beginning on May 22, 2016. At or immediately prior to the effective time of the Merger, the outstanding RSUs were assumed by Thermo Fisher and converted into an award representing a right to receive a cash amount equal to (x) $107.50 multiplied by (y) the total number of outstanding shares of the Issuer's common stock that would have been delivered to Mr. Thies on each future vesting date of such RSUs (or on each future delivery date of such RSUs, if such delivery date is later than the related vesting date), subject to the vesting and delivery terms of the Issuer's 1995 Stock Incentive Plan and the award agreement evidencing such RSUs, in each case as in effect immediately prior to the effective time of the Merger.

13. These RSUs are performance-based RSUs, for which the number of RSUs that would vest was to be determined by the Issuer achieving targeted average annual revenue growth during the period from January 1, 2016 through December 31, 2018. In addition, vesting was subject to minimum thresholds for average operating income and average annual revenue growth. A portion of the RSUs were scheduled to vest if the Issuer achieved the thresholds and vesting would increase with performance up to a cap of 10,096 RSUs, which represented 200% of the RSUs that vest upon achievement of the performance metrics at target levels. Performance would be assessed and vesting determined after the Issuer finalized financial results for 2018, which was expected to be on or about February 6, 2019. RSUs that did not vest in accordance with the foregoing would be forfeited.

14. At or immediately prior to the effective time of the Merger, these performance-based RSUs were assumed by Thermo Fisher and converted into an award representing a right to receive a cash amount equal to (x) $107.50 multiplied by (y) the total number of outstanding shares of the Issuer's common stock that would have been delivered to Mr. Thies on each future vesting date of such RSUs (or on each future delivery date of such RSUs, if such delivery date is later than the related vesting date), subject to the vesting and delivery terms of the Issuer's 1995 Stock Incentive Plan and the award agreement evidencing such RSUs, in each case as in effect immediately prior to the effective time of the Merger, except that the performance metrics were deemed to have been achieved at target as of the effective time of the Merger.

15. The RSUs were scheduled to vest in four equal annual installments beginning on May 17, 2017. At or immediately prior to the effective time of the Merger, the outstanding RSUs were assumed by Thermo Fisher and converted into an award representing a right to receive a cash amount equal to (x) $107.50 multiplied by (y) the total number of outstanding shares of the Issuer's common stock that would have been delivered to Mr. Thies on each future vesting date of such RSUs (or on each future delivery date of such RSUs, if such delivery date is later than the related vesting date), subject to the vesting and delivery terms of the Issuer's 1995 Stock Incentive Plan and the award agreement evidencing such RSUs, in each case as in effect immediately prior to the effective time of the Merger.

Remarks:

SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY

	/s/ Bradley J. Thies, by power of attorney	09/21/2016
	** Signature of Reporting Person	Date
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