| 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
TERADYNE, INC [ TER ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/28/2014 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
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 | 01/28/2014 | S | 42 | D | $19.25 | 56,303 | D | |||
| Common Stock | 01/28/2014 | S | 100 | D | $19.252 | 56,203 | D | |||
| Common Stock | 01/28/2014 | S | 11,200 | D | $19.255 | 45,003 | D | |||
| Common Stock | 01/28/2014 | S | 1,200 | D | $19.26 | 43,803 | D | |||
| Common Stock | 01/28/2014 | S | 600 | D | $19.265 | 43,203 | D | |||
| Common Stock | 01/28/2014 | M | 5,853 | A | $19.19 | 49,056 | D | |||
| Common Stock | 01/28/2014 | F(1) | 1,906 | D | $19.19 | 47,150 | D | |||
| Common Stock | 01/28/2014 | M | 2,927 | A | $19.19 | 50,077 | D | |||
| Common Stock | 01/28/2014 | F(1) | 953 | D | $19.19 | 49,124 | D | |||
| Common Stock | 01/29/2014 | S | 5,921 | D | $19.21(2) | 43,203 | D | |||
| Common Stock | 01/29/2014 | M | 8,049 | A | $9.34 | 51,252 | D | |||
| Common Stock | 01/29/2014 | S | 8,049 | D | $19.19(3) | 43,203 | D | |||
| Common Stock | 01/29/2014 | M | 7,068 | A | $18.84 | 50,271 | D | |||
| Common Stock | 01/29/2014 | F(1) | 2,301 | D | $18.84 | 47,970 | D | |||
| Common Stock | 01/29/2014 | M | 4,711 | A | $18.84 | 52,681 | D | |||
| Common Stock | 01/29/2014 | F(1) | 1,534 | D | $18.84 | 51,147 | 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 | ||||||||
| Restricted Stock Units | $0(4) | 01/28/2014 | M | 5,853 | (4) | (4) | Common Stock | 5,853 | $0 | 5,854 | D | ||||
| Restricted Stock Units | $0(5) | 01/28/2014 | M | 2,927 | (5) | (5) | Common Stock | 2,927 | $0 | 2,927 | D | ||||
| Non-qualified Stock Option (Right to Buy) | $9.34 | 01/29/2014 | M | 8,049 | 01/29/2011(6) | 01/29/2017 | Common Stock | 8,049 | $0 | 0 | D | ||||
| Restricted Stock Units | $0(7) | 01/29/2014 | M | 7,068 | (7) | (7) | Common Stock | 7,068 | $0 | 0 | D | ||||
| Restricted Stock Units | $0(8) | 01/29/2014 | M | 4,711 | (8) | (8) | Common Stock | 4,711 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Shares/units withheld but not issued to satisfy certain tax withholding obligations. |
| 2. The reported price is based on a weighted average of multiple same-day transactions with prices ranging from $19.195 to $19.22 per share. Full information regarding the number of shares sold at each separate price is available to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer upon request. |
| 3. The reported price is based on a weighted average of multiple same-day transactions with prices ranging from $18.84 to $19.20 per share. Full information regarding the number of shares sold at each separate price is available to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer upon request. |
| 4. Indicates conversion upon vesting of 25% of the performance-based Restricted Stock Units (RSU's) granted on January 28, 2011. The remaining portion will vest on January 28, 2015. |
| 5. Indicates conversion upon vesting of 25% of the time-based Restricted Stock Units (RSU's) granted on January 28, 2011. The remaining portion will vest on January 28, 2015. |
| 6. This option is granted under Teradyne's 2006 Equity and Cash Compensation Incentive Plan and is exercisable at the rate of 25% per year, commencing on the date of the first anniversary of the grant, January 29, 2011. |
| 7. Indicates conversion upon vesting of the final 25% of the performance-based Restricted Stock Units (RSU's) granted on January 29, 2010. |
| 8. Indicates conversion upon vesting of the final 25% of the time-based Restricted Stock Units (RSU's) granted on January 29, 2010. |
| /s/ Ryan E. Driscoll, Deputy General Counsel, by power of attorney | 01/30/2014 | |
| ** 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. | ||