SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).
  
 Form 3 Holdings Reported.
  
 Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
HOERSTEN MARK A
(Last) (First) (Middle)
KEITHLEY INSTRUMENTS, INC.
28775 AURORA ROAD
(Street)
SOLON OH 44139
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
KEITHLEY INSTRUMENTS INC [ KEI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP Business Management
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
09/30/2009
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Shares 06/30/2009 J(1) 14 A $3.7431 6,206 D
Common Shares 09/30/2009 J(1) 9 A $5.75 6,215 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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Share Option $45.125 08/02/2002 08/01/2010 Common Shares 12,000 12,000 D
Common Share Option $18.41 07/25/2003(2) 07/24/2011 Common Shares 25,000 25,000 D
Common Share Option $13.76 07/24/2004(2) 07/23/2012 Common Shares 30,000 30,000 D
Common Share Option $16.12 08/10/2005(3) 07/18/2013 Common Shares 30,000 30,000 D
Common Share Option $18.75 02/15/2005(4) 07/16/2014 Common Shares 25,000 25,000 D
Common Share Option $15.05 10/04/2007(2) 10/03/2015 Common Shares 8,800 8,800 D
Common Share Option $14 01/30/2009(2) 01/30/2017 Common Shares 8,800 8,800 D
Common Share Option $9.12 11/09/2009(2) 11/09/2017 Common Shares 7,500 7,500 D
Performance Award Unit $0.00 09/30/2010(5) (5) Common Shares 5,700(5) 5,700(5) D
Common Stock Option $2.99 02/06/2011(2) 02/06/2019 Common Shares 16,400 16,400 D
Restricted Unit Award $0.00 (6) (6) Common Shares 5,500 5,500 D
Explanation of Responses:
1. Acquired through Employee Stock Purchase and Dividend Reinvestment Plan.
2. Date reported applies to 50% of total, one-half of the balance is then exercisable in each succeeding year
3. Option became fully vested on August 10, 2005
4. Option became fully vested on February 15, 2005
5. Each Performance Award Unit represents the right to receive one common share. The number of units initially awarded, the target, is shown above. The actual number of units that will be awarded and converted to shares is based upon: a) the Company's revenue growth as compared to a defined Peer Group and, b) the Company maintaining an acceptable level of profitability during the performance period which ends on the date exercisable (the "vesting date"). Awarded units are automatically converted to shares under the Plan on or before the December 31st following the Vesting Date.
6. Restricted unit awards will become fully vested on February 6, 2013. Common shares represented by such vested restricted unit awards will be delivered promptly after such vesting date.
Remarks:
Mark J. Plush, Attorney-in Fact 11/12/2009
** 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.