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 *

MUHICH ALLEN L.
2. Issuer Name and Ticker or Trading Symbol

ELECTRO SCIENTIFIC INDUSTRIES INC [ ESIO ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
CHIEF FINANCIAL OFFICER
(Last)          (First)          (Middle)

C/O ELECTRO SCIENTIFIC INDUSTRIES, INC., 13900 NW SCIENCE PARK DR.
3. Date of Earliest Transaction (MM/DD/YYYY)

2/1/2019
(Street)

PORTLAND, OR 97229
(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
Common Stock   2/1/2019     D    4159   D $30   (1) 34750   D    
Common Stock   2/1/2019     D    34750   D   (2) 0   D    

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

Explanation of Responses:
(1)  4,159 shares of Issuer common stock were cancelled and disposed of at the effective time of the merger of EAS Equipment, Inc. ("Merger Sub"), a wholly owned subsidiary of MKS Instruments, Inc. ("MKS"), with and into the Issuer (the "Merger"), pursuant to that certain Agreement and Plan of Merger dated October 29, 2018, among the Issuer, MKS and Merger Sub (the "Merger Agreement") as a result of which Issuer became a wholly owned subsidiary of MKS, in exchange for a cash payment of $30.00 per share.
(2)  Restricted stock units representing the right to receive a total of 34,750 shares of Issuer's common stock were assumed by MKS at the effective time of the Merger and converted into restricted stock units representing the right to receive 13,209 shares of MKS's common stock, in accordance with the terms of the Merger Agreement.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MUHICH ALLEN L.
C/O ELECTRO SCIENTIFIC INDUSTRIES, INC.
13900 NW SCIENCE PARK DR.
PORTLAND, OR 97229


CHIEF FINANCIAL OFFICER

Signatures
By: /s/ Aric McKinnis, Attorney-in-Fact For: Allen L. Muhich 2/1/2019
** 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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