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^*

MILLER WILLIAM RULON

(Last)

(First)

(Middle)

90 COLES ROAD

(Street)

BLACKWOOD

08012

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
METROLOGIC INSTRUMENTS INC [ MTLG ]

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)
12/21/2006

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	12/21/2006		D		8,100⁽¹⁾	D	$18.5	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)
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	$4.86	12/21/2006		D			750⁽²⁾	02/19/2002	02/19/2008	Common Stock	750	$13.64	0	D
Non-Qualified Stock Option	$1.48	12/21/2006		D			8,000⁽²⁾	09/09/2006	09/09/2012	Common Stock	8,000	$17.02	0	D
Non-Qualified Stock Option	$20.3	12/21/2006		D			7,500⁽⁴⁾	12/21/2006⁽³⁾	12/02/2014	Common Stock	7,500	$0⁽⁴⁾	0	D
Non-Qualified Stock Option	$20.16	12/21/2006		D			17,700⁽⁴⁾	12/21/2006⁽⁵⁾	02/22/2016	Common Stock	17,700	$0⁽⁴⁾	0	D

Explanation of Responses:

1. In connection with the merger of Meteor Merger Corp. with and into the Issuer, shares of the Issuer's common stock were converted into the right to receive $18.50 per share in cash, without interest.

2. These options were tendered by the Reporting Person to the Issuer in connection with the Offer to Purchase from Eligible Employees All Outstanding Eligible Options to Purchase Common Stock for Cash (such Offer, an exhibit to the Schedule TO initially filed by the Issuer with the Commission on 11/21/06), which Offer expired on 12/21/06. All tendered options were cancelled and the Issuer paid to the Reporting Person with respect to all of the options tendered a cash amount equal to the following, less any applicable tax withholdings: the aggregate spread value of all such options tendered by such holder, with the spread value for such option being equal to the product of (x) the excess, if any, of U.S.$18.50 per share over the per share exercise price of such option multiplied by (y) the number of shares of the Issuer's common stock issuable upon the exercise of such option.

3. Prior to 12/21/06, such option became vested and exercisable with respect to 1/4 of the shares underlying such option on 12/2/05 and would become vested and exercisable with respect to the remaining shares underlying such option in equal installments on each one-year anniversary of 12/2/05 until 12/2/08, at which time such option would be fully vested and exercisable.

4. Immediately prior to the effective time of the merger of Meteor Merger Corp. with and into the Issuer, the options became fully vested and were cancelled. In exchange for cancellation of the options, the Issuer paid to the Reporting Person either (i) $1 for each grant of options, if the exercise price of the options was equal to or greater than the merger consideration of $18.50 or (ii) an amount equal to the excess of the merger consideration ($18.50) over the exercise price multiplied by the number of shares of common stock subject to the option, less any required wihholding, if the exercise price of the option was less than the merger consideration of $18.50.

5. Prior to 12/21/06, such option became vested and exercisable with respect to 1/5 of the shares underlying such option on 2/22/06 and would become vested and exercisable with respect to the remaining shares underlying such option in equal installments on each one-year anniversary of 2/22/06 until 2/22/10, at which time such option would be fully vested and exercisable.

	/s/William Rulon-Miller	12/23/2006
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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