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^*

SAND BENNO G

(Last)

(First)

(Middle)

1910 MOLINE CIRCLE

(Street)

EXCELSIOR

55331

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FSI INTERNATIONAL INC [ FSII ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Bus Dev & IR

3. Date of Earliest Transaction (Month/Day/Year)
10/11/2012

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	10/11/2012		U		70,699	D	$6.2	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)
STOCK OPTION (RIGHT TO BUY)	$3.17	10/11/2012		D⁽¹⁾			50,000	09/09/2003⁽²⁾	06/09/2013	COMMON STOCK	50,000	$3.03	380,500	D
STOCK OPTION (RIGHT TO BUY)	$4.31	10/11/2012		D⁽¹⁾			20,000	04/06/2005⁽³⁾	06/30/2015	COMMON STOCK	20,000	$1.89	340,500	D
STOCK OPTION (RIGHT TO BUY)	$3.73	10/11/2012		D⁽¹⁾			14,000	09/30/2005⁽⁴⁾	04/18/2016	COMMON STOCK	14,000	$2.47	320,500	D
STOCK OPTION (RIGHT TO BUY)	$5.09	10/11/2012		D⁽¹⁾			13,000	07/18/2006⁽⁵⁾	12/27/2016	COMMON STOCK	13,000	$1.11	306,500	D
STOCK OPTION (RIGHT TO BUY)	$5.24	10/11/2012		D⁽¹⁾			16,000	03/27/2007⁽⁶⁾	06/26/2019	COMMON STOCK	16,000	$0.96	293,500	D
STOCK OPTION (RIGHT TO BUY)	$0.32	10/11/2012		D⁽¹⁾			2,500	03/26/2012⁽⁷⁾	12/22/2019	COMMON STOCK	2,500	$5.88	277,500	D
STOCK OPTION (RIGHT TO BUY)	$2	10/11/2012		D⁽¹⁾			35,000	03/22/2010⁽⁸⁾	06/25/2020	COMMON STOCK	35,000	$4.2	275,000	D
STOCK OPTION (RIGHT TO BUY)	$4.44	10/11/2012		D⁽¹⁾			30,000	09/25/2010⁽⁹⁾	12/22/2020	COMMON STOCK	30,000	$1.76	240,000	D
STOCK OPTION (RIGHT TO BUY)	$4.65	10/11/2012		D⁽¹⁾			50,000	03/22/2011⁽¹⁰⁾	06/22/2021	COMMON STOCK	50,000	$1.55	210,000	D
STOCK OPTION (RIGHT TO BUY)	$2.78	10/11/2012		D⁽¹⁾			50,000	09/22/2011⁽¹¹⁾	12/21/2021	COMMON STOCK	50,000	$3.42	160,000	D
STOCK OPTION (RIGHT TO BUY)	$3.49	10/11/2012		D⁽¹⁾			50,000	03/21/2012⁽¹²⁾	06/20/2022	COMMON STOCK	50,000	$2.71	110,000	D
STOCK OPTION (RIGHT TO BUY)	$3.61	10/11/2012		D⁽¹⁾			60,000	09/20/2012⁽¹³⁾	06/20/2022	COMMON STOCK	60,000	$2.59	60,000	D

Explanation of Responses:

1. In connection with the merger of RB Merger Corp. ("Purchaser") with and into FSI International, Inc. ("FSI") pursuant to that Agreement and Plan of Merger, dated as of August 13, 2012, among FSI, Purchaser and Tokyo Electron Limited, this option was cancelled and converted into the right to receive a cash payment representing the difference, if any, between (a) $6.20 multiplied by the number of shares subject to the option and (b) the aggregate exercise price for all shares subject to the option.

2. The option becomes exercisable in 12 equal cumulative quarterly increments beginning on the first quarter anniversary of the date of grant (2003-09-09).

3. The option becomes exercisable in 12 equal cumulative quarterly increments beginning on the first quarter anniversary of the date of grant (2005-04-06).

4. The option becomes exercisable in 12 equal cumulative quarterly increments beginning on the first quarter anniversary of the date of grant (2005-09-30).

5. The option becomes exercisable in 12 equal cumulative quarterly increments beginning on the first quarter anniversary of the date of grant (2006-07-18).

6. The option becomes exercisable in 12 equal cumulative quarterly increments beginning on the first quarter anniversary of the date of grant (2007-03-27).

7. The option becomes exercisable in 12 equal cumulative quarterly increments beginning on the first quarter anniversary of the date of grant (2009-09-26). Original grant of 15,000 shares, 12,500 shares previously exercised.

8. The option becomes exercisable in 12 equal cumulative quarterly increments beginning on the first quarter anniversary of the date of grant (2010-03-22).

9. The option becomes exercisable in 12 equal cumulative quarterly increments beginning on the first quarter anniversary of the date of grant (2010-09-25).

10. The option becomes exercisable in 12 equal cumulative quarterly increments beginning on the first quarter anniversary of the date of grant (2011-03-22).

11. The option becomes exercisable in 12 equal cumulative quarterly increments beginning on the first quarter anniversary of the date of grant (2011-09-22).

12. The option becomes exercisable in 12 equal cumulative quarterly increments beginning on the first quarter anniversary of the date of grant (2011-03-21).

13. The option becomes exercisable in 12 equal cumulative quarterly increments beginning on the first quarter anniversary of the date of grant (2012-09-20).

	/s/ Patricia M. Hollister, Chief Financial Officer, as Power of Attorney for Benno G. Sand	10/15/2012
	** 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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