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 *

KANIA DON R
2. Issuer Name and Ticker or Trading Symbol

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

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President, CEO
(Last)          (First)          (Middle)

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

2/5/2016
(Street)

HILLSBORO, OR 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
Common Stock   2/5/2016     M    2338   (1) A $67.65   47252   D    
Common Stock   2/5/2016     F    889   (2) D $67.65   46363   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
Performance-based RSUs   $0.0   (3) 2/5/2016     M      2338       2/11/2014   (4)   (5) Common Stock   2338.0   $0   0   D    

Explanation of Responses:
( 1)  Shares acquired on the vesting of the Performance-based RSUs.
( 2)  Shares withheld for payment of tax liability.
( 3)  Each Performance-based RSU represents the right to receive, following vesting, one share of the Company's common stock. These RSUs are performance-based RSUs that will vest only if the Company achieves certain specified improvements in cash cycle time in 2013 ("Performance Target"). If the Company does not achieve the Performance Target, these RSUs will be forfeited. If the Performance Target is achieved, one-third of these RSUs will vest upon the Company's public announcement of its financial results for 2013, one-third will vest on the one-year anniversary of such date and one-third will vest on the two-year anniversary of such date.
( 4)  This date represents the estimated vesting date of these RSUs if the Performance Targets are met. Actual vesting date will be on the date of the public release of the Company's 2013 financial results.
( 5)  These RSUs do not expire. Unless forfeited under the terms of the Performance-based RSUs, these RSUs will vest as previously described.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
KANIA DON R
5350 NE DAWSON CREEK DRIVE
HILLSBORO, OR 97124
X
President, CEO

Signatures
/s/ Bradley J. Thies 2/8/2016
** 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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