Mocon (MOCO) Form 4 MOCON / TOM C THOMAS 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^*

THOMAS TOM C

(Last) (First) (Middle)

7500 MENDELSSOHN AVENUE NORTH

C/O MOCON INC

(Street)

MINNEAPOLIS MN 55428

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MOCON INC [ MOCO ]

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)
06/22/2017

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	06/22/2017		D		15,204.663	D	$30(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
Non-Statutory Stock Option (right to buy)	$12.96	06/22/2017		D			2,500	(2)	12/30/2017	Common Stock	2,500	$17.04	0	D
Non-Statutory Stock Option (right to buy)	$16	06/22/2017		D			2,500	(3)	12/29/2018	Common Stock	2,500	$14	0	D
Non-Statutory Stock Option (right to buy)	$14.4	06/22/2017		D			2,500	(4)	12/30/2019	Common Stock	2,500	$15.6	0	D
Non-Statutory Stock Option (right to buy)	$15.86	06/22/2017		D			2,500	(5)	12/30/2020	Common Stock	2,500	$14.14	0	D
Non-Statutory Stock Option (right to buy)	$17.4	06/22/2017		D			2,500	(6)	12/21/2021	Common Stock	2,500	$12.6	0	D
Non-Statutory Stock Option (right to buy)	$14.38	06/22/2017		D			2,500	(7)	12/29/2022	Common Stock	2,500	$15.62	0	D
Non-Statutory Stock Option (right to buy)	$19	06/22/2017		D			2,500	(8)	12/27/2023	Common Stock	2,500	$11	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger, dated as of April 16, 2017, by and among AMETEK, Inc., AMETEK Atom, Inc. and MOCON, Inc.

2. This fully vested option was canceled in the merger in exchange for a cash payment of $42,600.00 representing the excess of $30.00 over the exercise price per share of such option, less any required tax withholding.

3. This fully vested option was canceled in the merger in exchange for a cash payment of $35,000.00 representing the excess of $30.00 over the exercise price per share of such option, less any required tax withholding.

4. This fully vested option was canceled in the merger in exchange for a cash payment of $39,000.25 representing the excess of $30.00 over the exercise price per share of such option, less any required tax withholding.

5. This fully vested option was canceled in the merger in exchange for a cash payment of $35,350.00 representing the excess of $30.00 over the exercise price per share of such option, less any required tax withholding.

6. This fully vested option was canceled in the merger in exchange for a cash payment of $31,500.00 representing the excess of $30.00 over the exercise price per share of such option, less any required tax withholding.

7. This fully vested option was canceled in the merger in exchange for a cash payment of $39,050.00 representing the excess of $30.00 over the exercise price per share of such option, less any required tax withholding.

8. This option, which becomes exercisable on December 31, 2017, was canceled in the merger in exchange for a cash payment of $27,500.00 representing the excess of $30.00 over the exercise price per share of such option, less any required tax withholding.

	/s/ Elissa Lindsoe, attorney-in-fact	06/26/2017
	** Signature of Reporting Person	Date
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