| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FEI CO [ FEIC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/10/2006 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 05/15/2006 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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(1) | 05/10/2006 | A | 2,256(2)(3) | A | $0 | 13,256 | D | |||
| Common Stock(1) | 05/10/2006 | A | 3,833(4)(5) | A | $0 | 17,089 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Explanation of Responses: |
| 1. Amended to move grant from Table II to Table I; additional changes noted in footnote to column 4. |
| 2. The original Form 4 filed on May 15, 2006 showed the total grant amount, without netting out the shares that will be withheld to cover withholding taxes. This amendment reflects the actual amount of shares the reporting person will receive after such withholding. |
| 3. Amount shown reflects the net amount of shares the reporting person is expected to receive upon settlement on vesting of the RSUs, after 35.45% of the granted shares are used to cover withholding taxes. The RSUs will vest in four equal annual installments beginning one year from the grant date until fully vested. On each vesting date the grantee will receive 25% of the granted RSUs less 35.45% of the vested number of shares to cover applicable withholding taxes. The amount used to cover taxes is based on an assumed tax rate; if the assumed rate changes, and the amount of shares the reporting person acquires is different, an updated Form 4 will be filed. |
| 4. The original Form 4 filed on May 15, 2006 showed the amount the reporting person would have been granted if FEI acheived 100% performance against certain return-on-sales metrics set forth in the 2006 operating plan approved by FEI's board, and did not net out shares that will be withheld to cover withholding taxes. The number set forth in this amendment is based on FEI's acheivement of 159.4% of plan, as determined on February 6, 2007, and reflects the actual amount of shares the reporting person will receive after withholding for taxes. |
| 5. Amount shown reflects the net amount of shares the reporting person is expected to receive under the terms of FEI's variable compensation plan for FY2006, after a portion of the granted shares are used to cover withholding taxes. The RSUs will vest in four equal annual installments beginning on the date performance against plan was determined, which was February 6, 2007. On the first vesting date, the reporting person will receive 25% of the granted shares (the reporting person will be responsible for paying withholding taxes on those shares). On the second, third and fourth vesting dates, the reporting person will receive 25% of the granted RSUs less 41.65% of the vested number of shares to cover applicable withholding taxes. The amount used to cover taxes is based on an assumed tax rate; if the assumed rate changes, and the amount of shares the reporting person acquires is different, an updated Form 4 will be filed. |
| Remarks: |
| By: Bradley J. Thies, Attorney in Fact | 02/08/2007 | |
| ** 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. | ||