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^*

SOIN RAJESH K

(Last)

(First)

(Middle)

4032 LINDEN AVENUE

(Street)

DAYTON

45432

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MTC TECHNOLOGIES INC [ MTCT ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO, Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
06/09/2008

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	06/09/2008		D		1,755,501⁽¹⁾	D	$24⁽²⁾	0	D
Common Stock	06/09/2008		D		25,000	D	$24⁽³⁾	0	I	As Trustee for the Raj and Indu Soin Family Foundation
Common Stock	06/09/2008		D		3,896,194	D	$24⁽⁴⁾	0	I	As Managing Member of the LLC serving as general partner for RIVAS Enterprises LP III

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)
Option to Purchase Common Stock	$17.45	06/09/2008		D			15,000	⁽⁵⁾	03/12/2013	Common Stock	15,000	$6.55	0	D
Option to Purchase Common Stock	$20.57	06/09/2008		D			78,124	⁽⁶⁾	04/18/2017	Common Stock	78,124	$3.43	0	D
Option to Purchase Common Stock	$33.86	06/09/2008		D			6,000	⁽⁷⁾	03/07/2015	Common Stock	6,000	$0⁽⁷⁾	0	D

Explanation of Responses:

1. The amount of securities reported as beneficially owned prior to the transaction included 63,808 restricted share units. These units vested as part of the transaction and were cancelled in exchange for $24.00 for each such unit.

2. Disposed of pursuant to the Agreement and Plan of Merger, dated as of December 21, 2007, by and among BAE Systems, Inc., Mira Acquisition Sub Inc. and MTC Technologies, Inc., in exchange for an aggregate cash payment of $42,132,024, representing $24 per share.

3. These shares, which are held in the reporting person's Family Foundation account, are disposed of pursuant to the Agreement and Plan of Merger, dated as of December 21, 2007, by and among BAE Systems, Inc., Mira Acquisition Sub Inc. and MTC Technologies, Inc., in exchange for an aggregate cash payment of $600,000, representing $24 per share.

4. These shares, which are held in the reporting person's LLC account, are disposed of pursuant to the Agreement and Plan of Merger, dated as of December 21, 2007, by and among BAE Systems, Inc., Mira Acquisition Sub Inc. and MTC Technologies, Inc., in exchange for an aggregate cash payment of $93,508,656, representing $24 per share.

5. This option, which provided for vesting in three equal annual installments beginning March 12, 2003, was cancelled pursuant to the Agreement and Plan of Merger, dated as of December 21, 2007, by and among BAE Systems, Inc., Mira Acquisition Sub Inc. and MTC Technologies, Inc., in exchange for an aggregate cash payment of $98,250, representing the difference between the exercise price per share of the option and $24 per share.

6. This option, which provided for vesting in four equal annual installments beginning April 18, 2007, was cancelled pursuant to the Agreement and Plan of Merger, dated as of December 21, 2007, by and among BAE Systems, Inc., Mira Acquisition Sub Inc. and MTC Technologies, Inc., in exchange for an aggregate cash payment of $267,965.32, representing the difference between the exercise price per share of the option and $24 per share.

7. This option, which provided for vesting in three equal annual installments beginning March 07, 2005, was cancelled pursuant to the Agreement and Plan of Merger, dated as of December 21, 2007, by and among BAE Systems, Inc., Mira Acquisition Sub Inc. and MTC Technologies, Inc., for no payment because the exercise price per share of the option is greater than $24 per share.

	Bruce A. Teeters, Attorney-in-Fact	06/09/2008
	** 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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