SEC FORM 4

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^*

Arezone Joseph

(Last)

(First)

(Middle)

C/O FARO TECHNOLOGIES INC.

250 TECHNOLOGY PARK

(Street)

LAKE MARY

32746

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FARO TECHNOLOGIES INC [ FARO ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, ASIA PACIFIC REGION

3. Date of Earliest Transaction (Month/Day/Year)
05/09/2011

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/09/2011		M		2,500	A	$24.36	3,938	D
Common Stock	05/09/2011		M		3,500	A	$31.06	7,438	D
Common Stock	05/09/2011		M		1,666	A	$13.04	9,104	D
Common Stock	05/09/2011		M		1,939	A	$24.3	11,043	D
Common Stock	05/09/2011		M		2,050	A	$27.4	13,093	D
Common Stock	05/09/2011		M		2,050	A	$20.44	15,143	D
Common Stock	05/09/2011		M		4,000	A	$19.34	19,143	D
Common Stock	05/09/2011		M		1,100	A	$22.28	20,243	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$24.36	05/09/2011		M			2,500	⁽¹⁾	03/05/2017	Common Stock	2,500	$0	0	D
Employee Stock Option (right to buy)	$31.06	05/09/2011		M			3,500	⁽²⁾	03/12/2018	Common Stock	3,500	$0	0	D
Employee Stock Option (right to buy)	$13.04	05/09/2011		M			1,666	⁽³⁾	03/12/2019	Common Stock	1,666	$0	834	D
Employee Stock Option (right to buy)	$24.3	05/09/2011		M			1,939	⁽⁴⁾	03/01/2017	Common Stock	1,939	$0	3,880	D
Employee Stock Option (right to buy)	$27.4	05/09/2011		M			2,050	⁽⁵⁾	02/10/2014	Common Stock	2,050	$0	0	D
Employee Stock Option (right to buy)	$20.44	05/09/2011		M			2,050	⁽⁶⁾	05/11/2014	Common Stock	2,050	$0	0	D
Employee Stock Option (right to buy)	$19.34	05/09/2011		M			4,000	⁽⁷⁾	08/16/2014	Common Stock	4,000	$0	0	D
Employee Stock Option (right to buy)	$22.28	05/09/2011		M			1,100	⁽⁸⁾	08/12/2015	Common Stock	1,100	$0	0	D

Explanation of Responses:

1. The option became vested in three equal annual installments on each of 03/05/08, 03/05/09 and 03/05/10.

2. The option became vested in three equal annual installments on each of 03/12/09, 03/12/10 and 03/12/11.

3. The option became vested as to 834 options on 3/12/10 and 833 options on 03/12/11. 833 options will vest on 3/12/12.

4. The option became vested as to 1,939 options on 03/01/11. 1940 options will vest on each of 03/01/12 and 03/01/13.

5. The option became vested in three equal annual installments on each of 02/10/05, 02/10/06 and 02/10/07.

6. The option became vested in three equal annual installments on each of 05/11/05, 05/11/06 and 05/11/07.

7. The option became vested in three equal annual installments on each of 08/16/05, 08/16/06 and 08/16/07.

8. The option became vested in three equal annual installments on each of 08/12/06, 08/12/07 and 08/12/08.

	/s/ Keith S. Bair, as Attorney-in-Fact	05/11/2011
	** 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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