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^*

Meshgin Reza

(Last)

(First)

(Middle)

8659 RESEARCH DRIVE

(Street)

IRVINE

92618-4291

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MULTI FINELINE ELECTRONIX INC [ MFLX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/23/2013

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⁽¹⁾⁽²⁾	05/23/2013		M		3,591	A	$0⁽³⁾	86,087	D
Common Stock⁽¹⁾⁽²⁾	05/23/2013		F		1,874	D	$15.26	84,213	D
Common Stock⁽¹⁾⁽²⁾	05/23/2013		M		6,119	A	$0⁽⁴⁾	90,332	D
Common Stock⁽¹⁾⁽²⁾	05/23/2013		F		3,193	D	$15.26	87,139	D
Common Stock⁽¹⁾⁽²⁾	05/23/2013		M		6,120	A	$0⁽⁴⁾	93,259	D
Common Stock⁽¹⁾⁽²⁾	05/23/2013		F		3,194	D	$15.26	90,065	D
Common Stock⁽¹⁾⁽²⁾	05/23/2013		M		10,026	A	$0⁽⁵⁾	100,091	D
Common Stock⁽¹⁾⁽²⁾	05/23/2013		F		5,232	D	$15.26	94,859	D
Common Stock⁽¹⁾⁽²⁾	05/23/2013		M		10,027	A	$0⁽⁵⁾	104,886	D
Common Stock⁽¹⁾⁽²⁾	05/23/2013		F		5,233	D	$15.26	99,653	D
Common Stock⁽¹⁾⁽²⁾	05/23/2013		M		10,027	A	$0⁽⁵⁾	109,680	D
Common Stock⁽¹⁾⁽²⁾	05/23/2013		F		5,233	D	$15.26	104,447	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)
Restricted Stock Unit⁽¹⁾⁽²⁾⁽⁶⁾	⁽⁶⁾	05/23/2013		M			3,591	⁽⁷⁾	⁽⁷⁾	Common Stock	3,591	$0	0	D
Restricted Stock Unit⁽¹⁾⁽²⁾⁽⁶⁾	⁽⁶⁾	05/23/2013		M			6,119	⁽⁷⁾	⁽⁷⁾	Common Stock	6,119	$0	0	D
Restricted Stock Unit⁽¹⁾⁽²⁾⁽⁶⁾	⁽⁶⁾	05/23/2013		M			6,120	⁽⁷⁾	⁽⁷⁾	Common Stock	6,120	$0	0	D
Restricted Stock Unit⁽¹⁾⁽²⁾⁽⁶⁾	⁽⁶⁾	05/23/2013		M			10,026	⁽⁷⁾	⁽⁷⁾	Common Stock	10,026	$0	0	D
Restricted Stock Unit⁽¹⁾⁽²⁾⁽⁶⁾	⁽⁶⁾	05/23/2013		M			10,027	⁽⁷⁾	⁽⁷⁾	Common Stock	10,027	$0	0	D
Restricted Stock Unit⁽¹⁾⁽²⁾⁽⁶⁾	⁽⁶⁾	05/23/2013		M			10,027	⁽⁷⁾	⁽⁷⁾	Common Stock	10,027	$0	0	D
Restricted Stock Unit⁽¹⁾⁽²⁾⁽⁶⁾	⁽⁶⁾	05/23/2013		C			30,777	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	30,777	$0	0	D
Restricted Stock Unit⁽¹⁾⁽²⁾⁽⁶⁾	⁽⁶⁾	05/23/2013		C		30,777		⁽⁸⁾	⁽⁸⁾	Common Stock	30,777	$0	30,777	D
Restricted Stock Unit⁽¹⁾⁽²⁾⁽⁶⁾	⁽⁶⁾	05/23/2013		C			36,060	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	36,060	$0	0	D
Restricted Stock Unit⁽¹⁾⁽²⁾⁽⁶⁾	⁽⁶⁾	05/23/2013		C		36,060		⁽⁹⁾	⁽⁹⁾	Common Stock	36,060	$0	36,060	D
Restricted Stock Unit⁽¹⁾⁽²⁾⁽⁶⁾	⁽⁶⁾	05/23/2013		C			30,080	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	30,080	$0	0	D
Restricted Stock Unit⁽¹⁾⁽²⁾⁽⁶⁾	⁽⁶⁾	05/23/2013		C		30,080		⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	30,080	$0	30,080	D

Explanation of Responses:

1. On May 28, 2013, United Engineers Limited ("UEL") and UE Centennial Venture Pte. Ltd (together with UEL, "UE") filed with the SEC an Initial Statement of Beneficial Ownership of Securities on Form 3 (the "Form 3") and a Schedule 13D under the Exchange Act (the "Schedule 13D") announcing that UE owned or had agreed to acquire more than 50% of the ordinary stock units of WBL Corporation Limited ("WBL," who may be deemed to indirectly beneficially own a majority of the Company's common stock - the "Shares"). The filing of the Form 3 and the Schedule 13D was the first instance the Company was informed that UE had acquired a majority of the ordinary stock units of WBL. Based on the disclosure in the Form 3 and the Schedule 13D, UE may also be deemed to now share voting and dispositive power over the Shares with WBL, which results in a new controlling entity with respect to the Company.

2. In connection with the foregoing, the Company reviewed its 2004 Stock Incentive Plan, as amended and restated to date (the "2004 Plan"), and determined that a "Change in Control," as defined in the 2004 Plan, occurred as of May 23, 2013, the date on which UE has advised the Company that it owned a controlling majority of the stock units of WBL. On May 31, 2013, the Company's Compensation Committee met and confirmed that pursuant to the terms of the 2004 Plan, the Change in Control resulted in (i) the accelerated vesting of all outstanding time-based restricted stock units ("RSUs"), (ii) the accelerated vesting of all outstanding stock appreciation rights, and (iii) the conversion of all outstanding performance-based RSUs to time-based RSUs, with new vesting dates between September 30, 2013 through September 30, 2015. This Form 4 is being filed before the end of the second business day following such confirmation by the Company's Compensation Committee.

3. Acquired pursuant to the vesting of RSUs granted on November 15, 2010 with no exercise price.

4. Acquired pursuant to the vesting of RSUs granted on November 14, 2011 with no exercise price.

5. Acquired pursuant to the vesting of RSUs granted on November 13, 2012 with no exercise price.

6. Each RSU represents a contingent right to receive one share of MFLX common stock or the cash equivalent based on the date of vesting.

7. RSUs vested on May 23, 2013 due to the accelerated vesting described in footnotes 1 and 2.

8. The units subject to this grant will vest on September 30, 2013. Vested shares will be delivered to the reporting person upon vesting, subject to certain exceptions.

9. The units subject to this grant will vest on September 30, 2014. Vested shares will be delivered to the reporting person upon vesting, subject to certain exceptions.

10. The units subject to this grant will vest on September 30, 2015. Vested shares will be delivered to the reporting person upon vesting, subject to certain exceptions.

	/s/ Richard J. Tilley, Attorney-in-Fact for Reza Meshgin	06/04/2013
	** Signature of Reporting Person	Date
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