Magnetek Form 4 MAGNETEK / DAVID P REILAND 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^*

REILAND DAVID P

(Last) (First) (Middle)

MAGNETEK, INC.

N49 W13650 CAMPBELL DRIVE

(Street)

MENOMONEE FALLS WI 53051

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MAGNETEK, INC. [ MAG ]

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)
09/02/2015

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	09/02/2015		D		1,255	D	$50(1)	0	D
Common Stock	09/02/2015		D		11,755	D	$50(1)	0	I	By Trust

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
Director Stock Option (Right to Buy)	$21.05	09/02/2015		D			750	(2)	01/16/2019	Common Stock	750	(2)	0	D
Director Stock Option (Right to Buy)	$13.95	09/02/2015		D			750	(2)	06/26/2019	Common Stock	750	(2)	0	D
Director Stock Option (Right to Buy)	$11.05	09/02/2015		D			750	(2)	06/25/2020	Common Stock	750	(2)	0	D
Director Stock Option (Right to Buy)	$18.45	09/02/2015		D			1,743	(2)	07/01/2021	Common Stock	1,743	(2)	0	D
Director Stock Option (Right to Buy)	$8.48	09/02/2015		D			1,866	(2)	12/30/2021	Common Stock	1,866	(2)	0	D
Director Stock Option (Right to Buy)	$10.41	09/02/2015		D			3,091	(2)	12/28/2022	Common Stock	3,091	(2)	0	D
Director Stock Option (Right to Buy)	$22.23	09/02/2015		D			1,426	(2)	12/29/2023	Common Stock	1,426	(2)	0	D
Director Stock Option (Right to Buy)	$38	09/02/2015		D			836	(2)	12/28/2024	Common Stock	836	(2)	0	D
Phantom Stock Units	(3)	09/02/2015		D			31,510.514	(4)	(4)	Common Stock	31,510.514	(4)	0	D

Explanation of Responses:

1. On July 26, 2015, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Columbus McKinnon Corporation, a New York corporation ("Parent"), and Megatron Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Acquisition Sub"). Pursuant to the Merger Agreement, Acquisition Sub commenced a tender offer to acquire all shares of the Issuer's common stock at a price per share of $50.00, and on September 2, 2015, Acquisition Sub accepted all shares of Issuer's common stock that were tendered and Parent subsequently made a cash payment in respect of all of the outstanding shares of the Issuer's common stock that were tendered. The reporting person reports disposition of shares tendered by the reporting person pursuant to the terms of the tender offer, which involved a change of control.

2. The Merger Agreement contemplated a merger of Acquisition Sub with and into the Issuer following consummation of the tender offer. Pursuant to the Merger Agreement, each unexpired and unexercised option vested immediately prior to the consummation of the merger and was canceled in exchange for a cash payment per share equal to the difference between $50.00 and the exercise price of such option. Options with an exercise price of $50.00 per share or more were canceled and are not shown in Table II of this Report.

3. 1 for 1.

4. As a result of the transactions contemplated by the Merger Agreement, the reporting person was entitled to receive an amount per share of $50.00 for each Phantom Stock Unit.

Remarks:

	Scott S. Cramer, Attorney-in-Fact for David P. Reiland	09/02/2015
	** Signature of Reporting Person	Date
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