SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Ceyrolle Eric

(Last)

(First)

(Middle)

32, ROUTE DE ST NOM

78620 L'ETANG LA VILLE

(Street)

L'ETANG LA VILLE

78620

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/17/2006

3. Issuer Name and Ticker or Trading Symbol
COGNEX CORP [ CGNX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive VP of Worldwide

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option (right to buy)	⁽¹⁾	12/21/2015	Common Stock	15,000	$18.125	D
Non-Qualified Stock Option (right to buy)	⁽²⁾	02/04/2018	Common Stock	22,500	$21.195	D
Non-Qualified Stock Option (right to buy)	⁽³⁾	02/11/2012	Common Stock	20,000	$21.74	D
Non-Qualified Stock Option (right to buy)	⁽⁴⁾	03/13/2011	Common Stock	1,071	$22.685	D
Non-Qualified Stock Option (right to buy)	⁽⁵⁾	01/10/2020	Common Stock	22,500	$25.02	D
Non-Qualified Stock Option (right to buy)	⁽⁶⁾	01/05/2019	Common Stock	32,500	$28.67	D
Non-Qualified Stock Option (right to buy)	⁽⁷⁾	04/27/2014	Common Stock	19,000	$28.954	D
Non-Qualified Stock Option (right to buy)	⁽⁸⁾	01/30/2021	Common Stock	22,500	$29.38	D
Non-Qualified Stock Option (right to buy)	⁽⁹⁾	12/14/2014	Common Stock	17,000	$30.813	D

Explanation of Responses:

1. The option is exercisable in five annual installments. The first installment became exercisable on April 27, 2003. One thousand shares of this first installment remain exercisable. The next three installments each for three thousand shares became exercisable on April 27, 2004, April 27, 2005 and April 27, 2006. The last installment (5000 shares) becomes exercisable on April 27, 2007.

2. This option becomes exercisable in one installment on January 1, 2007

3. This option is exercisable in four installments. The first installment for eight thousand shares became exercisable on January 1, 2003. The second, third and fourth installments each for four thousand shares became exercisable on January 1, 2004, January 1, 2005, and January 1, 2006.

4. This option became exercisable in one installment on April 1, 2002.

5. This option becomes exercisable in one installment on January 1, 2009.

6. This option becomes exercisable in two separate installments. Twenty-two thousand five hundred shares become exercisable on January 1, 2008. Ten thousand shares become exercisable on January 5, 2008.

7. This option is exercisable in three installments. The first installment for one thousand shares became exercisable on April 27, 2003. The second installment for one thousand shares became exercisable on April 27, 2004. The third installment for seventeen thousand shares became exercisable on April 27, 2005.

8. This option becomes exercisable in one installment on January 1, 2010.

9. This option became exercisable in one installment on April 27, 2006.

	Eric Ceyrolle	08/22/2006
	** 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 5 (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.
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