FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

TRUNZO ANTHONY L
2. Issuer Name and Ticker or Trading Symbol

FEI CO [ FEIC ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Executive VP, CFO
(Last)          (First)          (Middle)

5350 NE DAWSON CREEK DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

12/11/2015
(Street)

HILLSBORO 97124
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Performance-based RSUs   $0.0   (1) 12/11/2015     A      12872       2/6/2019   (2)   (3) Common Stock   12872.0   $0   12872   D    

Explanation of Responses:
( 1)  Each RSU represents the right to receive, following vesting, one share of the Company's common stock. These RSUs are performance-based RSUs, for which the number of RSUs that will vest is determined by the Company achieving targeted average annual revenue growth during the period from January 1, 2016 through December 31, 2018. In addition, vesting is subject to minimum thresholds for average operating income and average annual revenue growth. A portion of the RSUs will vest if the Company achieves the thresholds and vesting will increase with performance up to a cap of 12,872 RSUs. Performance will be assessed and vesting determined after the Company finalizes financial results for 2018, which is expected to be on or about February 6, 2019. RSUs that do not vest in accordance with the foregoing will be forfeited.
( 2)  This date represents the expected vesting date of these RSUs if the performance target is met.
( 3)  These RSUs do not expire. Unless forfeited under the terms of the RSUs, these RSUs will vest as previously described.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
TRUNZO ANTHONY L
5350 NE DAWSON CREEK DRIVE
HILLSBORO 97124


Executive VP, CFO

Signatures
Bradley J. Thies 12/15/2015
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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