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*
EPSTEIN GLENN H

(Last) (First) (Middle)
450 OLD NISKAYUNA ROAD
P.O BOX 461

(Street)
LATHAM NY 12110-0461

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
INTERMAGNETICS GENERAL CORP [ IMGC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
09/19/2006
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)
Code V Amount (A) or (D) Price
Common Stock 09/25/2006 G 36,680 D $0.00 422,540 D
Common Stock 11/09/2006 D 422,540(1) D $27.5 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy) $9.06 11/08/2006 D 31,764(2) 04/04/2002 04/04/2011 Common Stock 31,764 $18.44 0 D
Stock Options (Right to Buy) $9.06 11/08/2006 D 5,120(3) 04/04/2002 04/04/2001 Common Stock 5,120 $18.44 0 D
Stock Options (Right to Buy) $10.44 11/08/2006 D 112,500(4) 01/30/2003 01/30/2012 Common Stock 112,500 $17.06 0 D
Restricted Stock Units $0.00 11/08/2006 D 409,500(5) 05/29/2005(6) 08/27/2007 Common Stock 409,500 $27.5 0 D
Restricted Stock Units $0.00 11/08/2006 D 622,500(5) 05/25/2008(6) 08/31/2010 Common Stock 622,500 $27.5 0 D
Explanation of Responses:
1. Disposed of pursuant to an Agreement and Plan of Merger (the "Merger Agreement") among the issuer, Phillips Holding, USA, Inc. and Jumbo Acquisition Corp. in exchange for $27.50 per share.
2. This option was cancelled pursuant to the Merger Agreement in exchange for a $585,728.16 cash payment, representing the excess of $27.50 over the per share exercise price of the multiplied by the number of shares subject to the option, whether vested or unvested
3. This option was cancelled pursuant to the Merger Agreement in exchange for a $94,449.68 cash payment, representing the excess of $27.50 over the per share exercise price of the multiplied by the number of shares subject to the option, whether vested or unvested
4. This option was cancelled pursuant to the Merger Agreement in exchange for a $1,919,250 cash payment, representing the excess of $27.50 over the per share exercise price of the multiplied by the number of shares subject to the option, whether vested or unvested
5. All of the reporting person's Restricted Stock Units were cancelled pursuant to the Merger Agreement in exchange for $27,245,982.50 cash payment, representing $27.50 multiplied by 990,763 shares subject to the RSU, whether vested or unvested. No payment was made with respect to 41,237 shares, which were cancelled in connection with a Transition Agreement between the executive and Philips.
6. The Restricted Stock Units were scheduled to vest beginning on or after the date shown, based on satisfaction of certain performance criteria.
Remarks:
Attorney-in-Fact
* By: /s/ Katherine Sheehan 11/13/2006
** 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.
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