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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* KANIA DON R (Last) (First) (Middle) C/O FEI COMPANY 5350 NE DAWSON CREEK DRIVE (Street) HILLSBORO OR 97124-5793 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol FEI CO [ FEIC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) See Remarks
	3. Date of Earliest Transaction (Month/Day/Year) 09/19/2016
	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 Stock	09/19/2016		U		48,486	D	(1)	0	D

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
Stock Options	$23.98	09/19/2016		D			26,000	(2)	11/04/2017	Common Stock	26,000	(2)	0	D
Stock Options	$39.76	09/19/2016		D			37,412	(3)	10/31/2018	Common Stock	37,412	(3)	0	D
Stock Options	$55.16	09/19/2016		D			60,776	(4)	11/01/2019	Common Stock	60,776	(4)	0	D
Stock Options	$89.08	09/19/2016		D			41,356	(5)	10/31/2020	Common Stock	41,356	(5)	0	D
Stock Options	$81.88	09/19/2016		D			64,612	(6)	05/19/2021	Common Stock	64,612	(6)	0	D
Stock Options	$81.15	09/19/2016		D			82,697	(7)	05/22/2022	Common Stock	82,697	(7)	0	D
RSUs	$0.00(8)	09/19/2016		D			5,844	(9)	(8)	Common Stock	5,844	(9)	0	D
RSUs	$0.00(8)	09/19/2016		D			7,952	(10)	(8)	Common Stock	7,952	(10)	0	D
RSUs	$0.00(8)	09/19/2016		D			7,692	(11)	(8)	Common Stock	7,692	(11)	0	D
RSUs	$0.00(8)	09/19/2016		D			12,405	(12)	(8)	Common Stock	12,405	(12)	0	D
Performance-based RSUs	$0.00(13)	09/19/2016		D			19,109	(13)	(8)	Common Stock	19,109	(14)	0	D
RSUs	$0.00(8)	09/19/2016		D			34,284	(15)	(8)	Common Stock	34,284	(15)	0	D

Explanation of Responses:

1. Disposed of at the effective time of the merger of Polpis Merger Sub Co. ("Merger Sub"), a wholly owned subsidiary of Thermo Fisher Scientific Inc. ("Thermo Fisher"), with and into the Issuer (the "Merger"), pursuant to that certain Agreement and Plan of Merger dated May 26, 2016, between the Issuer, Thermo Fisher and Merger Sub (the "Merger Agreement"), in exchange for a cash payment of $107.50 per share.

2. The option, which became fully vested on November 4, 2014, originally covered 72,000 shares but was exercised as to 46,000 shares prior to the Merger. At or immediately prior to the effective time of the Merger, the unexercised portion of the option was cancelled in exchange for a cash payment equal to (x) the difference between $107.50 and the per share exercise price of the option, multiplied by (y) the number of shares subject to such portion of the option.

3. The option, which became fully vested on October 31, 2015, originally covered 74,824 shares but was exercised as to 37,412 shares prior to the Merger. At or immediately prior to the effective time of the Merger, the unexercised portion of the option was cancelled in exchange for a cash payment equal to (x) the difference between $107.50 and the per share exercise price of the option, multiplied by (y) the number of shares subject to such portion of the option.

4. The option was scheduled to vest in four equal annual installments beginning on November 1, 2013. At or immediately prior to the effective time of the Merger, the unexercised portion of the option was assumed by Thermo Fisher and converted into an award representing a right to receive a cash amount equal to (x) the difference between $107.50 and the per share exercise price of the option, multiplied by (y) the number of shares subject to such portion of the option, subject to the vesting terms of the Issuer's 1995 Stock Incentive Plan and the award agreement evidencing such option, in each case as in effect immediately prior to the effective time of the Merger.

5. The option was scheduled to vest in four equal annual installments beginning on October 31, 2014. At or immediately prior to the effective time of the Merger, the unexercised portion of the option was assumed by Thermo Fisher and converted into an award representing a right to receive a cash amount equal to (x) the difference between $107.50 and the per share exercise price of the option, multiplied by (y) the number of shares subject to such portion of the option, subject to the vesting terms of the Issuer's 1995 Stock Incentive Plan and the award agreement evidencing such option, in each case as in effect immediately prior to the effective time of the Merger.

6. The option was scheduled to vest in four equal annual installments beginning on May 19, 2015. At or immediately prior to the effective time of the Merger, the unexercised portion of the option was assumed by Thermo Fisher and converted into an award representing a right to receive a cash amount equal to (x) the difference between $107.50 and the per share exercise price of the option, multiplied by (y) the number of shares subject to such portion of the option, subject to the vesting terms of the Issuer's 1995 Stock Incentive Plan and the award agreement evidencing such option, in each case as in effect immediately prior to the effective time of the Merger.

7. The option was scheduled to vest in four equal annual installments beginning on May 22, 2016. At or immediately prior to the effective time of the Merger, the unexercised portion of the option was assumed by Thermo Fisher and converted into an award representing a right to receive a cash amount equal to (x) the difference between $107.50 and the per share exercise price of the option, multiplied by (y) the number of shares subject to such portion of the option, subject to the vesting terms of the Issuer's 1995 Stock Incentive Plan and the award agreement evidencing such option, in each case as in effect immediately prior to the effective time of the Merger.

8. Each of the restricted share units ("RSUs") represents the right to receive, following vesting, one share of the Issuer's common stock. These RSUs do not expire, unless forfeited under the terms of the RSUs.

9. The RSUs were scheduled to vest in four equal annual installments beginning on November 1, 2013. At or immediately prior to the effective time of the Merger, the outstanding RSUs were assumed by Thermo Fisher and converted into an award representing a right to receive a cash amount equal to (x) $107.50 multiplied by (y) the total number of outstanding shares of the Issuer's common stock that would have been delivered to Mr. Kania on each future vesting date of such RSUs (or on each future delivery date of such RSUs, if such delivery date is later than the related vesting date), subject to the vesting and delivery terms of the Issuer's 1995 Stock Incentive Plan and the award agreement evidencing such RSUs, in each case as in effect immediately prior to the effective time of the Merger.

10. The RSUs were scheduled to vest in four equal annual installments beginning on October 31, 2014. At or immediately prior to the effective time of the Merger, the outstanding RSUs were assumed by Thermo Fisher and converted into an award representing a right to receive a cash amount equal to (x) $107.50 multiplied by (y) the total number of outstanding shares of the Issuer's common stock that would have been delivered to Mr. Kania on each future vesting date of such RSUs (or on each future delivery date of such RSUs, if such delivery date is later than the related vesting date), subject to the vesting and delivery terms of the Issuer's 1995 Stock Incentive Plan and the award agreement evidencing such RSUs, in each case as in effect immediately prior to the effective time of the Merger.

11. The RSUs were scheduled to vest in four equal annual installments beginning on May 9, 2015. At or immediately prior to the effective time of the Merger, the outstanding RSUs were assumed by Thermo Fisher and converted into an award representing a right to receive a cash amount equal to (x) $107.50 multiplied by (y) the total number of outstanding shares of the Issuer's common stock that would have been delivered to Mr. Kania on each future vesting date of such RSUs (or on each future delivery date of such RSUs, if such delivery date is later than the related vesting date), subject to the vesting and delivery terms of the Issuer's 1995 Stock Incentive Plan and the award agreement evidencing such RSUs, in each case as in effect immediately prior to the effective time of the Merger.

12. The RSUs were scheduled to vest in four equal annual installments beginning on May 23, 2016. At or immediately prior to the effective time of the Merger, the outstanding RSUs were assumed by Thermo Fisher and converted into an award representing a right to receive a cash amount equal to (x) $107.50 multiplied by (y) the total number of outstanding shares of the Issuer's common stock that would have been delivered to Mr. Kania on each future vesting date of such RSUs (or on each future delivery date of such RSUs, if such delivery date is later than the related vesting date), subject to the vesting and delivery terms of the Issuer's 1995 Stock Incentive Plan and the award agreement evidencing such RSUs, in each case as in effect immediately prior to the effective time of the Merger.

13. These RSUs are performance-based RSUs, for which the number of RSUs that would vest was to be determined by the Issuer achieving targeted average annual revenue growth during the period from January 1, 2016 through December 31, 2018. In addition, vesting was subject to minimum thresholds for average operating income and average annual revenue growth. A portion of the RSUs were scheduled to vest if the Issuer achieved the thresholds and vesting would increase with performance up to a cap of 19,109 RSUs, which represented 200% of the RSUs that vest upon achievement of the performance metrics at target levels. Performance would be assessed and vesting determined after the Issuer finalized financial results for 2018, which was expected to be on or about February 6, 2019. RSUs that did not vest in accordance with the foregoing would be forfeited.

14. At or immediately prior to the effective time of the Merger, these performance-based RSUs were assumed by Thermo Fisher and converted into an award representing a right to receive a cash amount equal to (x) $107.50 multiplied by (y) the total number of outstanding shares of the Issuer's common stock that would have been delivered to Mr. Kania on each future vesting date of such RSUs (or on each future delivery date of such RSUs, if such delivery date is later than the related vesting date), subject to the vesting and delivery terms of the Issuer's 1995 Stock Incentive Plan and the award agreement evidencing such RSUs, in each case as in effect immediately prior to the effective time of the Merger, except that the performance metrics were deemed to have been achieved at target as of the effective time of the Merger.

15. The RSUs were scheduled to vest in four equal annual installments beginning on May 17, 2017. At or immediately prior to the effective time of the Merger, the outstanding RSUs were assumed by Thermo Fisher and converted into an award representing a right to receive a cash amount equal to (x) $107.50 multiplied by (y) the total number of outstanding shares of the Issuer's common stock that would have been delivered to Mr. Kania on each future vesting date of such RSUs (or on each future delivery date of such RSUs, if such delivery date is later than the related vesting date), subject to the vesting and delivery terms of the Issuer's 1995 Stock Incentive Plan and the award agreement evidencing such RSUs, in each case as in effect immediately prior to the effective time of the Merger.

Remarks:

PRESIDENT, CHIEF EXECUTIVE OFFICER

	/s/ Bradley J. Thies, by power of attorney	09/21/2016
	** Signature of Reporting Person	Date
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