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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* WILLS RICHARD H (Last) (First) (Middle) PO BOX 500 14200 SW KARL BRAUN DRIVE (Street) BEAVERTON OR 97077-0001 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol TEKTRONIX INC [ TEK ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) CEO and President
	3. Date of Earliest Transaction (Month/Day/Year) 11/21/2007
	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	11/21/2007		D(1)		27,500	D	$38	0	D
Common Stock	11/21/2007		D(2)		35,500	D	(2)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option	$20.0625	11/21/2007		D			185,000	(3)	11/21/2007	Common Stock	185,000	(3)	0	D
Non-Qualified Stock Option	$37.5	11/21/2007		D			100,000	(4)	11/21/2007	Common Stock	100,000	(4)	0	D
Non-Qualified Stock Option	$17.12	11/21/2007		D			25,000	(5)	11/21/2007	Common Stock	25,000	(5)	0	D
Non-Qualified Stock Option	$24.48	11/21/2007		D			100,000	(6)	11/21/2007	Common Stock	100,000	(6)	0	D
Non-Qualified Stock Option	$17.51	11/21/2007		D			120,000	(7)	11/21/2007	Common Stock	120,000	(7)	0	D
Non-Qualified Stock Option	$31.55	11/21/2007		D			100,000	(8)	11/21/2007	Common Stock	100,000	(8)	0	D
Non-Qualified Stock Option	$28.69	11/21/2007		D			100,000	(9)	11/21/2007	Common Stock	100,000	(9)	0	D
Non-Qualified Stock Option	$29.79	11/21/2007		D			90,000	(10)	11/21/2007	Common Stock	90,000	(10)	0	D
Non-Qualified Stock Option	$28.74	11/21/2007		D			84,000	(11)	11/21/2007	Common Stock	84,000	(11)	0	D

Explanation of Responses:

1. At the closing of the merger between the Issuer and Raven Acquisition Corp., a wholly-owned subsidiary of Danaher Corporaiton, these shares were converted into the right to receive a cash payment equal to the per share merger consideration of $38.00.

2. These restricted shares were converted, pursuant to the merger agreement between the Issuer, Danaher Corporation and Raven Acquisition Corp., into restricted shares of Danaher common stock in an amount determined by multiplying the number of unvested restricted shares of Issuer immediately prior to the effective time of the merger by the Restricted Stock Exchange Ratio of 0.46114.

3. This option, which provided for vesting in four equal annual installments beginning January 20, 2000, was cancelled pursuant to a merger between Issuer and Raven Acquisition Corp., a wholly-owned subsidiary of Danaher corporation in exchange for a cash payment of $3,318,437.50, representing the amount equal to the number of shares of Tektronix, Inc. common stock underlying the option multiplied by the difference between the per share exercise price and the per share merger consideration of $38.00.

4. This option, which provided for vesting in four equal annual installments beginning January 18, 2001, was cancelled pursuant to a merger between Issuer and Raven Acquisition Corp., a wholly-owned subsidiary of Danaher corporation in exchange for a cash payment of $50,000.00, representing the amount equal to the number of shares of Tektronix, Inc. common stock underlying the option multiplied by the difference between the per share exercise price and the per share merger consideration of $38.00.

5. This option, which provided for vesting in four equal annual installments beginning September 20, 2001, was cancelled pursuant to a merger between Issuer and Raven Acquisition Corp., a wholly-owned subsidiary of Danaher corporation in exchange for a cash payment of $522,000.00, representing the amount equal to the number of shares of Tektronix, Inc. common stock underlying the option multiplied by the difference between the per share exercise price and the per share merger consideration of $38.00.

6. This option, which provided for vesting in four equal annual installments beginning February 1, 2002, was cancelled pursuant to a merger between Issuer and Raven Acquisition Corp., a wholly-owned subsidiary of Danaher corporation in exchange for a cash payment of $1,352,000.00, representing the amount equal to the number of shares of Tektronix, Inc. common stock underlying the option multiplied by the difference between the per share exercise price and the per share merger consideration of $38.00.

7. This option, which provided for vesting in four equal annual installments beginning January 22, 2003, was cancelled pursuant to a merger between Issuer and Raven Acquisition Corp., a wholly-owned subsidiary of Danaher corporation in exchange for a cash payment of $2,458,800.00, representing the amount equal to the number of shares of Tektronix, Inc. common stock underlying the option multiplied by the difference between the per share exercise price and the per share merger consideration of $38.00.

8. This option, which provided for vesting in four equal annual installments beginning January 20, 2004, was cancelled pursuant to a merger between Issuer and Raven Acquisition Corp., a wholly-owned subsidiary of Danaher corporation in exchange for a cash payment of $645,000.00, representing the amount equal to the number of shares of Tektronix, Inc. common stock underlying the option multiplied by the difference between the per share exercise price and the per share merger consideration of $38.00.

9. This option provided for vesting in four equal installments beginning January 18, 2005. The vested portion and part of the unvested portion (option to purchase 75,000 shares of the Issuer) was cancelled pursuant to the merger agreement between the Issuer, Danaher Corporation and Raven Acquisition Corp., a wholly-owned subsidiary of Danaher Corporation, in exchange for a cash payment of $698,250.00, representing the difference between the per share exercise price of the Issuer option and the $38.00 per share merger consideration. The remaining unvested portion (option to purchase 25,000 shares of the Issuer) was, pursuant to the merger, converted into a stock option to purchase shares of Danaher common stock determined by multiplying the number of unvested Issuer shares immediately prior to the effective time of the merger by the Option Exchange Ratio of 0.46114, at an exercise price per share equal to the exercise price of the Issuer option divided by the Option Exchange Ratio.

10. This option provided for vesting in four equal installments beginning January 17, 2006. The vested portion and part of the unvested portion (option to purchase 45,000 shares of the Issuer) was cancelled pursuant to the merger agreement between the Issuer, Danaher Corporation and Raven Acquisition Corp., a wholly-owned subsidiary of Danaher Corporation, in exchange for a cash payment of $369,450.00, representing the difference between the per share exercise price of the Issuer option and the $38.00 per share merger consideration. The remaining unvested portion (option to purchase 45,000 shares of the Issuer) was, pursuant to the merger, converted into a stock option to purchase shares of Danaher common stock determined by multiplying the number of unvested Issuer shares immediately prior to the effective time of the merger by the Option Exchange Ratio of 0.46114, at an exercise price per share equal to the exercise price of the Issuer option divided by the Option Exchange Ratio.

11. This option provided for vesting in four equal installments beginning January 16, 2007. The vested portion and part of the unvested portion (option to purchase 26,399 shares of the Issuer) was cancelled pursuant to the merger agreement between the Issuer, Danaher Corporation and Raven Acquisition Corp., a wholly-owned subsidiary of Danaher Corporation, in exchange for a cash payment of $244,454.74, representing the difference between the per share exercise price of the Issuer option and the $38.00 per share merger consideration. The remaining unvested portion (option to purchase 57,601 shares of the Issuer) was, pursuant to the merger, converted into a stock option to purchase shares of Danaher common stock determined by multiplying the number of unvested Issuer shares immediately prior to the effective time of the merger by the Option Exchange Ratio of 0.46114, at an exercise price per share equal to the exercise price of the Issuer option divided by the Option Exchange Ratio.

Remarks:

	MardiLyn Saathoff, Attorney-in-fact, for Richard H. Wills	11/26/2007
	** Signature of Reporting Person	Date
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