FORM 4
[ X ] 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 *

COYNE JEFFREY B
2. Issuer Name and Ticker or Trading Symbol

NEWPORT CORP [ NEWP ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
_____ Officer (give title below)      __ X __ Other (specify below)
Former SVP, GC & Secretary
(Last)          (First)          (Middle)

1791 DEERE AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

4/29/2016
(Street)

IRVINE, CA 92606
(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   4/12/2016     G (1)   V 17037   D $0   73170   D  
 
Common Stock   4/12/2016     G (1)   V 17037   A $0   35008   I   Held in family trust   (2)
Common Stock   4/12/2016     G (3)   V 58400   D $0   14770   D  
 
Common Stock   4/12/2016     G (3)   V 58400   A $0   58400   I   Held in family trust   (4)
Common Stock   4/29/2016     D    35008   D $23.00   (5) 0   I   Held in family trust   (6)
Common Stock   4/29/2016     D    58400   D $23.00   (5) 0   I   Held in family trust   (7)
Common Stock   4/29/2016     D    5550   (8) D   (8) 0   D  
 
Common Stock   4/29/2016     D    9220   (9) D   (9) 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
Stock Appreciation Right   $12.47   4/29/2016     D         10965      (10) 3/31/2017   Common Stock   10965     (10) 0   D  
 
Stock Appreciation Right   $17.06   4/29/2016     D         7890      (11) 5/17/2018   Common Stock   7890     (11) 0   D  
 
Stock Appreciation Right   $17.12   4/29/2016     D         11100      (12) 4/12/2019   Common Stock   11100     (12) 0   D  
 
Stock Appreciation Right   $13.74   4/29/2016     D         19380      (13) 5/20/2020   Common Stock   19380     (13) 0   D  
 
Stock Appreciation Right   $18.29   4/29/2016     D         16650      (14) 5/19/2021   Common Stock   16650     (14) 0   D  
 
Stock Appreciation Right   $19.11   4/29/2016     D         13830      (15) 5/19/2022   Common Stock   13830     (15) 0   D  
 

Explanation of Responses:
( 1)  Shares were transferred by gift by reporting person to himself as trustee of a family trust.
( 2)  Shares are held by reporting person as trustee of a family trust.
( 3)  Shares were transferred by gift by reporting person to himself and his spouse as trustees of a family trust.
( 4)  Shares are held by reporting person and his spouse as trustees of a family trust.
( 5)  On April 29, 2016, pursuant to the Agreement and Plan of Merger between the issuer, MKS Instruments, Inc. ("MKS") and MKS' wholly owned subsidiary, PSI Equipment, Inc. ("Merger Sub"), dated February 22, 2016 (the "Merger Agreement"), Merger Sub merged with and into the issuer (the "Merger"), with the issuer surviving the Merger as a wholly owned subsidiary of MKS. Pursuant to the Merger Agreement, at the effective time of the Merger, the shares were automatically converted into a right to receive $23.00 per share in cash.
( 6)  Shares had been held by reporting person as trustee of a family trust.
( 7)  Shares had been held by reporting person and his spouse as trustees of a family trust.
( 8)  Restricted stock units representing the right to receive a total of 5,550 shares of the issuer's common stock, which vest on March 31, 2017, were assumed by MKS in connection with the Merger and were converted into restricted stock units representing the right to receive a total of 3,407 shares of MKS' common stock.
( 9)  Restricted stock units representing the right to receive a total of 9,220 shares of the issuer's common stock, which vest in two equal installments on March 31, 2017 and March 31, 2018, were assumed by MKS in connection with the Merger and were converted into restricted stock units representing the right to receive a total of 5,660 shares of MKS' common stock.
( 10)  Stock appreciation right, which became fully vested on March 31, 2013, was assumed by MKS in connection with the Merger and was converted into a stock appreciation right with respect to a total of 6,731 shares of MKS' common stock having a base value of $20.32 per share.
( 11)  Stock appreciation right, which became fully vested on March 31, 2014, was assumed by MKS in connection with the Merger and was converted into a stock appreciation right with respect to a total of 4,843 shares of MKS' common stock having a base value of $27.79 per share.
( 12)  Stock appreciation right, which became fully vested on March 31, 2015, was assumed by MKS in connection with the Merger and was converted into a stock appreciation right with respect to a total of 6,814 shares of MKS' common stock having a base value of $27.89 per share.
( 13)  Stock appreciation right, which became fully vested on March 31, 2016, was assumed by MKS in connection with the Merger and was converted into a stock appreciation right with respect to a total of 11,897 shares of MKS' common stock having a base value of $22.39 per share.
( 14)  Stock appreciation right, which vests in equal 1/3rd installments on March 31, 2015, 2016 and 2017, was assumed by MKS in connection with the Merger and was converted into a stock appreciation right with respect to a total of 10,221 shares of MKS' common stock having a base value of $29.80 per share.
( 15)  Stock appreciation right, which vests in equal 1/3rd installments on March 31, 2016, 2017 and 2018, was assumed by MKS in connection with the Merger and was converted into a stock appreciation right with respect to a total of 8,490 shares of MKS' common stock having a base value of $31.13 per share.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
COYNE JEFFREY B
1791 DEERE AVENUE
IRVINE, CA 92606



Former SVP, GC & Secretary

Signatures
/s/ Jeffrey B. Coyne 5/2/2016
** 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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