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^*

MEYER JEROME J

(Last)

(First)

(Middle)

PO BOX 500

14200 SW KARL BRAUN DRIVE

(Street)

BEAVERTON

97077-0001

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TEKTRONIX INC [ TEK ]

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)
09/22/2003

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	09/22/2003		M		60,000	A	$14.6875	295,421	D
Common Stock	09/22/2003		S		4,700	D	$25.0365	290,721	D
Common Stock	09/22/2003		S		1,200	D	$24.9788	289,521	D
Common Stock	09/22/2003		S		600	D	$24.9988	288,921	D
Common Stock	09/22/2003		S		11,900	D	$24.9588	277,021	D
Common Stock	09/22/2003		S		5,000	D	$25.1088	272,021	D
Common Stock	09/22/2003		S		23,500	D	$24.9488	248,521	D
Common Stock	09/22/2003		S		3,400	D	$24.9388	245,121	D
Common Stock	09/22/2003		S		300	D	$24.9288	244,821	D
Common Stock	09/22/2003		S		9,400	D	$24.9188	235,421	D
Common Stock	09/22/2003		M		56,899	A	$13.25	292,320	D
Common Stock	09/22/2003		S		1,400	D	$24.9188	290,920	D
Common Stock	09/22/2003		S		1,500	D	$24.8988	289,420	D
Common Stock	09/22/2003		S		6,000	D	$24.8888	283,420	D
Common Stock	09/22/2003		S		2,400	D	$24.8688	281,020	D
Common Stock	09/22/2003		S		5,400	D	$24.8588	275,620	D
Common Stock	09/22/2003		S		1,200	D	$24.7588	274,420	D
Common Stock	09/22/2003		S		10,000	D	$24.9583	264,420	D
Common Stock	09/22/2003		S		22,999	D	$24.9694	241,421	D
Common Stock	09/22/2003		S		6,000	D	$24.9888	235,421	D
Common Stock								5,740	I	401(k)

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)
Non-Qualified Stock Option⁽¹⁾	$14.6875	09/22/2003		M			60,000	07/13/2000	01/13/2004	Common Stock	0	⁽¹⁾	0	D
Non-Qualified Stock Option⁽²⁾	$13.25	09/22/2003		M			56,899	12/22/2000	06/22/2004	Common Stock	23,101	⁽²⁾	23,101	D
Non-Qualified Stock Option ⁽³⁾	$20.0625							01/20/2000	01/20/2010	Common Stock	100,000		100,000	D

Explanation of Responses:

1. Employee stock option granted 1/13/99 and exercisable for 25% of the shares in six-month increments.

2. Employee stock option granted 6/22/99 and exercisable for 25% of the shares in six-month increments.

3. Employee stock option granted 1/20/00 and is fully vested.

Remarks:

	H. Paul Montgomery, Attorney-in-fact, for Jerome J. Meyer	09/24/2003
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.