SEC FORM 4

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^*

HERMANCE FRANK S

(Last)

(First)

(Middle)

1100 CASSATT ROAD

P.O. BOX 1764

(Street)

BERWYN

19312-1177

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AMETEK INC/ [ AME ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CHAIRMAN OF THE BOARD & CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/03/2011

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/03/2011		A⁽²⁾		37,200	A	$44.74	1,376,248	D
Common Stock								180,000	I	By Wife
Common Stock								78,327	I	By GRAT
Common Stock/serp								219,097	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$44.74	05/03/2011		A		100,560		⁽¹⁾	05/02/2018	Common Stock	100,560	$0	100,560	D
Stock Option	$13.5133							⁽³⁾	09/21/2011	Common Stock	126,190		126,190	D
Stock Option	$16.8578							⁽⁴⁾	04/26/2012	Common Stock	195,862		195,862	D
Stock Option	$22.1778							⁽⁵⁾	04/25/2013	Common Stock	189,922		189,922	D
Stock Option	$24.2933							⁽⁶⁾	04/23/2014	Common Stock	191,325		191,325	D
Stock Option	$32.4							⁽⁷⁾	04/22/2015	Common Stock	194,235		194,235	D
Stock Option	$21.8067							⁽⁸⁾	04/22/2016	Common Stock	300,975		300,975	D
Stock Option	$29.38							⁽⁹⁾	04/28/2017	Common Stock	223,860		223,860	D

Explanation of Responses:

1. The stock options will become exercisable in four equal installments beginning on May 3, 2012.

2. Constitutes restricted stock issued under the 2007 Omnibus Incentive Compensation Plan.

3. The stock options will become exercisable in four equal installments beginning on September 22, 2005.

4. The stock options will become exercisable in four equal installments beginning on April 27, 2006.

5. The stock options will become exercisable in four equal installments beginning on April 26, 2007.

6. The stock options will become exercisable in four equal installments beginning on April 24, 2008.

7. The stock options will become exercisable in four equal installments beginning on April 23, 2009.

8. The stock options will become exercisable in four equal annual installments beginning on April 23, 2010.

9. The stock options will become exercisable in four equal annual installments beginning on April 29, 2011.

	/s/ Frank S. Hermance	05/04/2011
	** 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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