Kania Don R Form 4 FEI / DON R KANIA 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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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^*

KANIA DON R

(Last) (First) (Middle)

5350 NE DAWSON CREEK DRIVE

(Street)

HILLSBORO OR 97124

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2016

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	02/05/2016		M		2,338(1)	A	$67.65	47,252	D
Common Stock	02/05/2016		F		889(2)	D	$67.65	46,363	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
Performance-based RSUs	$0.0(3)	02/05/2016		M		2,338		02/11/2014(4)	(5)	Common Stock	2,338	$0	0	D

Explanation of Responses:

1. Shares acquired on the vesting of the Performance-based RSUs.

2. Shares withheld for payment of tax liability.

3. Each Performance-based RSU represents the right to receive, following vesting, one share of the Company's common stock. These RSUs are performance-based RSUs that will vest only if the Company achieves certain specified improvements in cash cycle time in 2013 ("Performance Target"). If the Company does not achieve the Performance Target, these RSUs will be forfeited. If the Performance Target is achieved, one-third of these RSUs will vest upon the Company's public announcement of its financial results for 2013, one-third will vest on the one-year anniversary of such date and one-third will vest on the two-year anniversary of such date.

4. This date represents the estimated vesting date of these RSUs if the Performance Targets are met. Actual vesting date will be on the date of the public release of the Company's 2013 financial results.

5. These RSUs do not expire. Unless forfeited under the terms of the Performance-based RSUs, these RSUs will vest as previously described.

Remarks:

	/s/ Bradley J. Thies	02/08/2016
	** 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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