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^*

BADLATO CHARLES

(Last)

(First)

(Middle)

C/O AEROFLEX INCORPORATED

35 SOUTH SERVICE ROAD

(Street)

PLAINVIEW

11803

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP - Treasurer & Asst. Sec.

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)
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	08/15/2007		D		47,412	D	$14.5⁽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)
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)	$5.375	08/15/2007		D			46,876	⁽²⁾	04/28/2008	Common Stock	46,876	⁽²⁾	0	D
Stock Option (Right to Buy)	$7.025	08/15/2007		D			49,463	⁽²⁾	02/02/2009	Common Stock	49,463	⁽²⁾	0	D
Stock Option (Right to Buy)	$6.85	08/15/2007		D			46,320	⁽²⁾	08/10/2009	Common Stock	46,320	⁽²⁾	0	D
Stock Option (Right to Buy)	$19.6	08/15/2007		D			37,500	⁽²⁾	03/21/2010	Common Stock	37,500	⁽²⁾	0	D
Stock Option (Right to Buy)	$13.5625	08/15/2007		D			30,000	⁽²⁾	08/15/2010	Common Stock	30,000	⁽²⁾	0	D
Stock Option (Right to Buy)	$15.6	08/15/2007		D			30,000	⁽²⁾	05/02/2011	Common Stock	30,000	⁽²⁾	0	D
Stock Option (Right to Buy)	$11.32	08/15/2007		D			50,000	⁽²⁾	06/17/2012	Common Stock	50,000	⁽²⁾	0	D
Stock Option (Right to Buy)	$8.16	08/15/2007		D			25,000	⁽²⁾	09/28/2013	Common Stock	25,000	⁽²⁾	0	D
Stock Option (Right to Buy)	$12.86	08/15/2007		D			20,000	⁽²⁾	05/12/2014	Common Stock	20,000	⁽²⁾	0	D
Stock Option (Right to Buy)	$8.55	08/15/2007		D			25,000	⁽²⁾	06/19/2015	Common Stock	25,000	⁽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/ Charles Badlato	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).
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