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*
FERNANDES CONRAD J

(Last) (First) (Middle)
TELEDYNE LECROY, INC.
700 CHESTNUT RIDGE ROAD

(Street)
CHESTNUT RIDGE NY 10977

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Teledyne LeCroy, Inc. [ LCRY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Vice President
3. Date of Earliest Transaction (Month/Day/Year)
08/03/2012
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 08/03/2012 D 5,332 D $14.3(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 Appreciation Right $7.6 08/03/2012 D 18,000 (2) (3) Common Stock 18,000 (4) 0 D
Stock Appreciation Right $8.06 08/03/2012 D 121,000 (5) (6) Common Stock 121,000 (7) 0 D
Stock Appreciation Right $4.07 08/03/2012 D 62,250 (8) (9) Common Stock 62,250 (10) 0 D
Stock Appreciation Right $8.82 08/03/2012 D 50,000 (11) (12) Common Stock 50,000 (13) 0 D
Explanation of Responses:
1. Disposed of for a cash payment pursuant to the agreement and plan of merger by and among LeCroy Corporation, Teledyne Technologies Incorporated, and Luna Merger Sub, Inc. (the "Merger Agreement").
2. 3,000 SARs were exercisable on 8/21/10 and 15,000 SARs were exercisable on 8/21/11.
3. 3,000 SARs expire on 8/21/14 and 15,000 SARs expire on 8/21/15.
4. The SARs, which were vested, were converted in the Merger Agreement into the right to receive a cash payment equal to $6.70 per share (representing the difference between the base price of the SAR and the merger consideration of $14.30).
5. 30,250 SARs were exercisable on 8/8/09, 30,250 SARS were exercisable on 8/8/10, 30,250 SARs were exercisable on 8/8/11, and 30,250 SARs were exercisable on 8/8/12.
6. 30,250 SARs expire on 8/8/13, 30,250 SARS expire on 8/8/14, 30,250 SARs expire on 8/8/15, and 30,250 SARs expire on 8/8/16.
7. The SARs, of which 90,750 were vested and 30,250 were unvested, were converted in the Merger Agreement into the right to receive a cash payment equal to $6.24 per share (representing the difference between the base price of the SAR and the merger consideration of $14.30).
8. 20,750 SARs were exercisable on 5/29/11, 20,750 SARS were exercisable on 5/29/12, and 20,750 SARs were exercisable on 5/29/13.
9. 20,750 SARs expire on 5/29/15, 20,750 SARS expire on 5/29/16, and 20,750 SARs expire on 5/29/17.
10. The SARs, of which 41,500 were vested and 20,750 were unvested, were converted in the Merger Agreement into the right to receive a cash payment equal to $10.23 per share (representing the difference between the base price of the SAR and the merger consideration of $14.30).
11. 12,500 SARs were exercisable on 8/17/12, 12,500 SARS were exercisable on 8/17/13, 12,500 SARs were exercisable on 8/17/14, and 12,500 SARs were exercisable on 8/17/15.
12. 12,500 SARs expire on 8/17/16, 12,500 SARS expire on 8/17/17, 12,500 SARs expire on 8/17/18, and 12,500 SARs expire on 8/17/19.
13. The SARs, which were unvested, were converted in the Merger Agreement into the right to receive a cash payment equal to $5.48 per share (representing the difference between the base price of the SAR and the merger consideration of $14.30).
/s/ Conrad J Fernandes 08/07/2012
** 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).
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