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^*

Benedetti Marco

(Last)

(First)

(Middle)

9645 WEHRLE DRIVE

(Street)

CLARENCE

14031

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GREATBATCH, INC. [ GB ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Corporate Controller

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2007

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	03/06/2007		A		1,584⁽¹⁾	A	$0.00	2,748	D
Common								930.706	I	By 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)
Employee stock options	$37.36	03/06/2007		A		193⁽²⁾		12/31/2004	02/24/2014	Common	193	$0.00	514	D
Employee stock options	$24.66	03/06/2007		A		730⁽³⁾		12/31/2005	10/18/2015	Common	730	$0.00	1,473	D
Employee stock options	$24.62	03/06/2007		A		240⁽⁴⁾		12/31/2005	05/24/2015	Common	240	$0.00	484	D
Employee stock options	$25.5	03/06/2007		A		3,962⁽⁵⁾		12/31/2007	03/06/2017	Common	3,962	$0.00	3,962	D

Explanation of Responses:

1. Grant of restricted stock pursuant to issuer's Stock Incentive Plan consisting of 1,584 shares of restricted stock over a four-year period, 50% after the first two years, 25% after the third year and 25% after the fourth year. The vesting will occur on the last calendar day of the appropriate year.

2. On February 24, 2004, the reporting person was granted an option to purchase 803 shares of common stock. The option vests in partial installments beginning December 31, 2004, subject to the satisfaction of certain performance criteria. The performance criteria for 193 shares has been met as of March 6, 2007, resulting in the vesting of those shares subject to possible recalculation.

3. On October 18, 2005, the reporting person was granted an option to purchase 3,041 shares of common stock. The option vests in partial installments beginning December 31, 2005, subject to the satisfaction of certain performance criteria. The performance criteria for 730 shares has been met as of March 6, 2007, resulting in the vesting of those shares subject to possible recalculation.

4. On May 24, 2005, the reporting person was granted an option to purchase 1,000 shares of common stock. The option vests in partial installments beginning December 31, 2005, subject to the satisfaction of certain performance criteria. The performance criteria for 240 shares has been met as of March 6, 2007, resulting in the vesting of those shares subject to possible recalculation.

5. These non-qualified options vest in four equal installments beginning with 25% on December 31, 2007; 25% on December 31,2008; 25% on December 31, 2009; and 25% on December 31, 2010.

Remarks:

	/s/ Christopher J. Thome as attorney-in-fact for Marco F. Benedetti	03/08/2007
	** 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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