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*
MAK CAPITAL ONE LLC

(Last) (First) (Middle)
590 MADISON AVENUE, 24TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ZYGO CORP [ ZIGO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/20/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 06/20/2014 D(1) 4,370,060(2) D $19.25 0 D(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
1. Name and Address of Reporting Person*
MAK CAPITAL ONE LLC

(Last) (First) (Middle)
590 MADISON AVENUE, 24TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MAK Capital Fund LP

(Last) (First) (Middle)
C/O M Q SERVICES LTD., VICTORIA PLACE,
31 VICTORIA STREET

(Street)
HAMILTON D0 HM10

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MAK-ro Capital Master Fund LP

(Last) (First) (Middle)
C/O M Q SERVICES LTD., VICTORIA PLACE,
31 VICTORIA STREET

(Street)
HAMILTON D0 HM10

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Kaufman Michael A

(Last) (First) (Middle)
590 MADISON AVENUE, 24TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
PALOMA INTERNATIONAL L P

(Last) (First) (Middle)
TWO AMERICAN LANE

(Street)
GREENWICH CT 06836-2571

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SUSSMAN S DONALD

(Last) (First) (Middle)
217 COMMERCIAL STREET

(Street)
PORTLAND ME 04101

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Reflects shares of common stock of ZYGO CORPORATION (the "Shares") that were converted into the right to receive $19.25 cash per Share on June 20, 2014 upon the consummation of the merger pursuant to that certain Agreement and Plan of Merger dated as of April 10, 2014.
2. Of the 4,370,060 Shares: 3,073,785 were directly held by MAK Capital Fund LP, a Bermuda limited partnership ("MAK Fund"), 556,092 Shares were directly held by MAK-ro Capital Master Fund LP, a Cayman Islands limited partnership ("MAK-ro Fund"), and 740,183 Shares were directly held by Paloma International L.P. ("Paloma") through its subsidiary, Sunrise Partners Limited Partnership.
3. MAK Capital One LLC ("MAK Capital One") acts as the investment manager of MAK Capital Fund, MAK-ro Capital and Paloma with respect to the Shares. Michael A. Kaufman is the managing member of MAK Capital One and the controlling person of MAK Capital Fund and MAK-ro Capital. S. Donald Sussman is the controlling person of Paloma. MAK Capital One and Mr. Kaufman may each be deemed to indirectly beneficially own the Shares held by MAK Capital Fund, MAK-ro Capital and Paloma. For purposes of this Form 4, MAK Capital One and Mr. Kaufman each disclaims ownership of the Shares owned by MAK Capital Fund, MAK-ro Capital and Paloma, except to the extent of their pecuniary interest therein, and S. Donald Sussman disclaims ownership of the Shares held by Paloma, except to the extent of his pecuniary interest therein.
Remarks:
Joint Filer Information is attached as Exhibit 99.
/s/ Michael A. Kaufman, Managing Member of MAK Capital One LLC 06/24/2014
** 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).
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