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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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*
BLAU HARVEY R

(Last) (First) (Middle)
100 JERICHO QUADRANGLE

(Street)
JERICHO NY 11753

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AEROFLEX INC [ ARXX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman of the Board
3. Date of Earliest Transaction (Month/Day/Year)
08/15/2007
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)
Code V Amount (A) or (D) Price
Common Stock 08/15/2007 D 130,896 D $14.5(1) 0 D
Common Stock 08/15/2007 D 13,656 D $14.5(1) 0 I (Spouse)
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 Option (Right to Buy) $3.3 08/15/2007 D 76,597 (2) 11/12/2007 Common Stock 76,597 (2) 0 D
Stock Option (Right to Buy) $4.175 08/15/2007 D 83,334 (2) 08/12/2008 Common Stock 83,334 (2) 0 D
Stock Option (Right to Buy) $4.175 08/15/2007 D 194,722 (2) 08/12/2008 Common Stock 194,722 (2) 0 D
Stock Option (Right to Buy) $6.85 08/15/2007 D 375,000 (2) 08/10/2009 Common Stock 375,000 (2) 0 D
Stock Option (Right to Buy) $19.6 08/15/2007 D 500,000 (2) 03/21/2010 Common Stock 500,000 (2) 0 D
Stock Option (Right to Buy) $13.5625 08/15/2007 D 350,000 (2) 08/15/2010 Common Stock 350,000 (2) 0 D
Stock Option (Right to Buy) $15.6 08/15/2007 D 350,000 (2) 05/02/2011 Common Stock 350,000 (2) 0 D
Stock Option (Right to Buy) $7.44 08/15/2007 D 350,000 (2) 08/14/2011 Common Stock 350,000 (2) 0 D
Stock Option (Right to Buy) $10.38 08/15/2007 D 400,000 (2) 11/05/2013 Common Stock 400,000 (2) 0 D
Stock Option (Right to Buy) $12.86 08/15/2007 D 300,000 (2) 05/12/2014 Common Stock 300,000 (2) 0 D
Explanation of Responses:
1. Disposed of in connection with the merger in exchange for the right to receive $14.50 per share.
2. Pursuant to the Merger Agreement, dated as of May 25, 2007, by and among AX Holding Corp., AX Acquisition Corp. and Aeroflex Incorporated, immediately prior to the effective time of the merger, these options (whether or not vested and exercisable) were cancelled in exchange for a cash payment equal to the difference (if any) between the merger consideration of $14.50 per share and the exercise price per share of the option, multiplied by the number of shares subject to the option. All options with an exercise price above the merger consideration were cancelled and no payment will be made thereon.
/s/ Harvey R. Blau 08/17/2007
** 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).
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.