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
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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*
PLUSH MARK J
(Last) (First) (Middle)
KEITHLEY INSTRUMENTS, INC.
28775 AURORA ROAD
(Street)
SOLON OH 44139
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
KEITHLEY INSTRUMENTS INC [ KEI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP, CFO
3. Date of Earliest Transaction (Month/Day/Year)
12/08/2010
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 Shares 12/08/2010 D(1) 50,247 D $21.6 0 D
Restricted Shares(2) 12/08/2010 D(1) 952 D $21.6 0 D
Common Shares 12/08/2010 D(1) 1,350 D $21.6 0 I Trust(3)
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
Common Share Option $18.41 12/08/2010 D(4) 21,749(4) 07/25/2003(5) 07/24/2011 Common Shares 21,749 $3.19 0 D
Common Share Option $13.76 12/08/2010 D(6) 25,029 07/24/2004(7) 07/23/2012 Common Shares 25,029 $7.84 0 D
Common Share Option $16.12 12/08/2010 D(8) 33,000 08/10/2005(9) 07/18/2013 Common Shares 33,000 $5.48 0 D
Common Share Option $18.75 12/08/2010 D(10) 28,000 02/15/2005(5) 07/16/2014 Common Shares 28,000 $2.85 0 D
Common Share Option $15.05 12/08/2010 D(11) 10,400 10/04/2007(7) 10/03/2015 Common Shares 10,400 $6.55 0 D
Common Share Option $9.12 12/08/2010 D(12) 12,700 11/09/2009(7) 11/09/2017 Common Shares 12,700 $12.48 0 D
Common Stock Option $2.99 12/08/2010 D(13) 27,500 02/06/2011(7) 02/06/2019 Common Shares 27,500 $18.61 0 D
Restricted Unit Award $0.00 12/08/2010 D(14) 4,600 (15) (15) Common Shares 4,600 $21.6 0 D
Common Stock Option $4.26 12/08/2010 D(16) 22,250 12/04/2011(7) 12/04/2019 Common Shares 22,250 $17.34 0 D
Performance Award Unit $0.00 12/08/2010 D(14) 22,250 09/30/2012(17) (17) Common Shares 22,250 $21.6 0 D
Explanation of Responses:
1. Disposed of pursuant to an Agreement and Plan of Merger, dated as of September 29, 2010 (the "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.
2. The Restricted Shares fully vested and were disposed of pursuant to the Merger Agreement in exchange for the merger consideration of $21.60 in cash per share.
3. Christopher M. Plush Trust, Virginia A. Plush Trustee.
4. Pursuant to a domestic relations order, the reporting person transferred 16,251 options to his former spouse's account. The remaining 21,749 options were cancelled pursuant to the Merger Agreement in exchange for the merger consideration of $21.60 in cash per share, less the exercise price per share of $18.41.
5. Option became fully vested on February 15, 2005
6. The options were cancelled pursuant to the Merger Agreement in exchange for the merger consideration of $21.60 in cash per share, less the exercise price per share of $13.76.
7. Date reported applied to 50% of total, one-half of the balance was then exercisable in each succeeding year.
8. The options were cancelled pursuant to the Merger Agreement in exchange for the merger consideration of $21.60 in cash per share, less the exercise price per share of $16.12.
9. Option became fully vested on August 10, 2005
10. The options were cancelled pursuant to the Merger Agreement in exchange for the merger consideration of $21.60 in cash per share, less the exercise price per share of $18.75.
11. The options were cancelled pursuant to the Merger Agreement in exchange for the merger consideration of $21.60 in cash per share, less the exercise price per share of $15.05.
12. The options were cancelled pursuant to the Merger Agreement in exchange for the merger consideration of $21.60 in cash per share, less the exercise price per share of $9.12.
13. The options were cancelled pursuant to the Merger Agreement in exchange for the merger consideration of $21.60 in cash per share, less the exercise price per share of $2.99.
14. The units were cancelled pursuant to the Merger Agreement in exchange for the merger consideration of $21.60 in cash per share.
15. Restricted unit awards were to become fully vested on February 6, 2013. Common shares represented by such vested restricted unit awards were to be delivered promptly after such vesting date.
16. The options were cancelled pursuant to the Merger Agreement in exchange for the merger consideration of $21.60 in cash per share, less the exercise price per share of $4.26.
17. 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.
Remarks:
Mark J. Plush 12/09/2010
** 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).
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