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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
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*
Merk Thomas

(Last) (First) (Middle)
PETERSBRUNNER STRABE 1B

(Street)
STARNBERG 2M 82319

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ROFIN SINAR TECHNOLOGIES INC [ RSTI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
11/07/2016
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
RSTI Common Stock 11/07/2016 J(1) 4,293 D (1) 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
Employee Stock Option Right to Buy $28.5 11/07/2016 J(2) 60,000 (2) 03/15/2017 RSTI Common Stock 60,000 (2) 0 D
Employee Stock Option Right to Buy $40.2 11/07/2016 J(3) 30,000 (3) 03/19/2018 RSTI Common Stock 30,000 (3) 0 D
Employee Stock Option Right to Buy $15.04 11/07/2016 J(2) 30,000 (2) 03/18/2019 RSTI Common Stock 30,000 (2) 0 D
Employee Stock Option Right to Buy $22.83 11/07/2016 J(2) 30,000 (2) 03/17/2020 RSTI Common Stock 30,000 (2) 0 D
Employee Stock Option Right to Buy $35.19 11/07/2016 J(3) 30,000 (3) 03/16/2021 RSTI Common Stock 30,000 (3) 0 D
Employee Stock Option Right to Buy $25.95 11/07/2016 J(2) 30,000 (3) 03/15/2022 RSTI Common Stock 30,000 (3) 0 D
Employee Stock Option Right to Buy $27.59 11/07/2016 J(2) 30,000 (2) 03/14/2023 RSTI Common Stock 30,000 (2) 0 D
Employee Stock Option Right to Buy $25.19 11/07/2016 J(2) 30,000 (2) 11/06/2023 RSTI Common Stock 30,000 (2) 0 D
Employee Stock Option Right to Buy $22.75 11/07/2016 J(2) 30,000 (2) 11/11/2024 RSTI Common Stock 30,000 (2) 0 D
Employee Stock Option Right to Buy $27.44 11/07/2016 J(2) 20,000 (2) 07/01/2025 RSTI Common Stock 20,000 (2) 0 D
Employee Stock Option Right to Buy $29.68 11/07/2016 J(2) 40,000 (2) 11/10/2025 RSTI Common Stock 40,000 (2) 0 D
Explanation of Responses:
1. Reflects disposition on November 7, 2016 pursuant to a merger agreement by and among Coherent, Inc., Rembrandt Merger Sub Corp., a wholly owned subsidiary of Coherent Inc., and Rofin-Sinar Technologies Inc. dated as of March 16, 2016 (the "Merger Agreement"). In accordance with the Merger Agreement, at the effective time of the Merger, each share of RSTI common stock was automatically converted into a right to receive $32.50 per share in cash.
2. Reflects disposition on November 7, 2016 pursuant to a merger agreement by and among Coherent, Inc., Rembrandt Merger Sub Corp., a wholly owned subsidiary of Coherent Inc., and Rofin-Sinar Technologies Inc. dated as of March 16, 2016 (the "Merger Agreement"). In accordance with the terms of the Merger Agreement, each option to acquire shares of Rofin common stock was cancelled and converted into an amount in cash equal to the excess of $32.50 over the exercise price of such option.
3. Reflects disposition on November 7, 2016 pursuant to a merger agreement by and among Coherent, Inc., Rembrandt Merger Sub Corp., a wholly owned subsidiary of Coherent Inc., and Rofin-Sinar Technologies Inc. dated as of March 16, 2016 (the "Merger Agreement"). In accordance with the terms of the Merger Agreement, each option with an exercise price of such option in excess of $32.50 was cancelled for no consideration.
Cindy Denis, Attorney in Fact 11/07/2016
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.