-----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, SCwB8/52vVj7fYozy877LXpqEt0SKPvRZvBBYn7vTd+/FZowYtq/UYchkjMTcpej 5p/sxK1SGU2BRwo30ANKuQ== 0001209191-10-052093.txt : 20101029 0001209191-10-052093.hdr.sgml : 20101029 20101029123352 ACCESSION NUMBER: 0001209191-10-052093 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101027 FILED AS OF DATE: 20101029 DATE AS OF CHANGE: 20101029 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: HOERSTEN MARK A CENTRAL INDEX KEY: 0001232686 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09965 FILM NUMBER: 101150642 MAIL ADDRESS: STREET 1: KEITHLEY INSTRUMENTS INC STREET 2: 28775 AURORA ROAD CITY: CLEVELAND STATE: OH ZIP: 44139 4 1 doc4.xml FORM 4 SUBMISSION X0303 4 2010-10-27 0 0000054991 KEITHLEY INSTRUMENTS INC KEI 0001232686 HOERSTEN MARK A KEITHLEY INSTRUMENTS, INC. 28775 AURORA ROAD SOLON OH 44139 0 1 0 0 VP Business Management Common Shares 2010-01-06 4 J 0 10 4.552 A 6225 D Common Shares 2010-04-06 4 J 0 7 6.587 A 6232 D Common Shares 2010-07-06 4 J 0 18 8.98 A 6250 D Common Shares 2010-10-05 4 J 0 7 21.447 A 6257 D Common Shares 2010-10-27 4 M 0 5700 A 11957 D Common Shares 2010-10-27 4 F 0 1822 21.53 D 10135 D Common Share Option 18.41 2003-07-25 2011-07-24 Common Shares 25000 25000 D Common Share Option 13.76 2004-07-24 2012-07-23 Common Shares 30000 30000 D Common Share Option 16.12 2005-08-10 2013-07-18 Common Shares 30000 30000 D Common Share Option 18.75 2005-02-15 2014-07-16 Common Shares 25000 25000 D Common Share Option 15.05 2007-10-04 2015-10-03 Common Shares 8800 8800 D Common Share Option 14.00 2009-01-30 2017-01-30 Common Shares 8800 8800 D Common Share Option 9.12 2009-11-09 2017-11-09 Common Shares 7500 7500 D Performance Award Unit 2010-10-27 4 M 0 5700 0.00 D 2010-09-30 Common Shares 5700 0 D Common Stock Option 2.99 2011-02-06 2019-02-06 Common Shares 16400 16400 D Restricted Unit Award 0.00 Common Shares 5500 5500 D Common Share Option 4.26 2011-12-04 2019-12-04 Common Shares 13200 13200 D Performance Award Unit 0.00 2012-09-30 Common Shares 6600 6600 D Restricted Unit Award 0.00 Common Shares 4400 4400 D Acquired through Employee Stock Purchase and Dividend Reinvestment Plan. Each Performance Award Unit represented the right to receive one common share. The number of units initially awarded was a target (as shown in Table II), and the actual number of units that vested and converted to shares (which could range from 0 shares to twice the target number of shares) was based upon: a) the Company's revenue growth as compared to a defined Peer Group and, b) the Company maintaining an acceptable level of profitability during the performance period which ended on September 30, 2010. Based on the Company's performance, the units converted into a number of shares equal to the target number. Shares issuable upon vesting of Performance Award Units were withheld to settle associated tax liabilities. Date reported applies to 50% of total, one-half of the balance is then exercisable in each succeeding year. Option became fully vested on August 10, 2005 Option became fully vested on February 15, 2005 Restricted unit awards will become fully vested on February 6, 2013. Common shares represented by such vested restricted unit awards will be delivered promptly after such vesting date. Date applies to 50% of total, remaining balance is exercisable the following year on anniversary date Each Performance Award Unit represents a right to receive one common share. The number of units comprising the initial award are 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) are converted to shares under the Plan and will be issued on or before December 31, 2012. Restricted unit awards will become fully vested on December 4, 2013. Common Shares represented by such vested restricted unit awards will be delivered promptly after such vesting date. Mark J. Plush, Attorney-in Fact 2010-10-29 -----END PRIVACY-ENHANCED MESSAGE-----