-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jv4oQOdfjVSgJA48nx5JEe1hICTtV7P4u8+z9eL2rXoMkrTEpH+lmo0Mz6Q4XaF1 jFrNlshjB8AFuan9Pff75g== 0001209191-10-059554.txt : 20101210 0001209191-10-059554.hdr.sgml : 20101210 20101210101509 ACCESSION NUMBER: 0001209191-10-059554 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101208 FILED AS OF DATE: 20101210 DATE AS OF CHANGE: 20101210 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: KEITHLEY INSTRUMENTS INC CENTRAL INDEX KEY: 0000054991 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 340794417 STATE OF INCORPORATION: OH FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 28775 AURORA RD CITY: SOLON STATE: OH ZIP: 44139 BUSINESS PHONE: 2162480400 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Faia Daniel A CENTRAL INDEX KEY: 0001455221 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09965 FILM NUMBER: 101243868 MAIL ADDRESS: STREET 1: 28775 AURORA ROAD CITY: SOLON STATE: OH ZIP: 44139 4 1 doc4.xml FORM 4 SUBMISSION X0303 4 2010-12-08 1 0000054991 KEITHLEY INSTRUMENTS INC KEI 0001455221 Faia Daniel A 28775 AURORA RD SOLON OH 44139 0 1 0 0 VP WW Sales & Support Common Stock Option 3.16 2010-12-08 4 D 0 70000 18.44 D 2011-02-09 2019-02-09 Common Shares 70000 0 D Common Stock Option 4.26 2010-12-08 4 D 0 18850 17.34 A 2011-12-04 2019-12-04 Common Shares 18850 0 D Performance Award Unit 0.00 2010-12-08 4 D 0 9450 21.60 A 2012-09-30 Common Shares 9450 0 D Restricted Unit Award 0.00 2010-12-08 4 D 0 6300 21.60 A Common Shares 6300 0 D The options were cancelled pursuant to the Agreement and Plan of Merger, dated as of September 29, 2010 ("Merger Agreement") by and among Danaher Corporation, Aegean Acquisition Corp. and the Issuer in exchange for the merger consideration of $21.60 in cash per share, less the exercise price of $3.16. The options were cancelled pursuant to the Agreement and Plan of Merger, dated as of September 29, 2010 ("Merger Agreement") by and among Danaher Corporation, Aegean Acquisition Corp. and the Issuer in exchange for the merger consideration of $21.60 in cash per share, less the exercise price of $4.26. The award was cancelled pursuant to the Merger Agreement in exchange for the merger consideration of $21.60 in cash per unit. Each Performance Award Unit represented a right to receive one common share. The number of units comprising the initial award were to be adjusted (ranging from a maximum of twice the number of units comprising the initial award, to a minimum of no units), based on award program metrics that compare the Company's total shareholder return performance occurring during the Measurement Period to comparable total shareholder return performance reported by companies in the Russell Microcap Index. Awarded units earned based on these metrics as of September 30, 2012 (the vesting date) were to be converted to shares under the Plan and issued on or before December 31, 2012. Restricted unit awards were to become fully vested on December 4, 2013. Common Shares represented by such vested restricted unit awards were to be delivered promptly after such vesting date. Mark J. Plush, Attorney-In Fact 2010-12-10 -----END PRIVACY-ENHANCED MESSAGE-----