Sec Form 4 Filing - THIES BRADLEY J @ FEI CO - 2016-02-05

Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
THIES BRADLEY J
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)
Sr. VP-General Counsel
(Last) (First) (Middle)
5350 NE DAWSON CREEK DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
02/05/2016
(Street)
HILLSBORO, OR97124
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/05/2016 M 550 ( 1 ) A $ 67.65 16,098 D
Common Stock 02/05/2016 F 310 ( 2 ) D $ 0 15,788 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 ( 3 ) 02/05/2016 M 550 02/11/2014( 4 ) ( 5 ) Common Stock 550 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
THIES BRADLEY J
5350 NE DAWSON CREEK DRIVE
HILLSBORO, OR97124
Sr. VP-General Counsel
Signatures
/s/ Bradley J. Thies 02/08/2016
Signature of Reporting Person Date
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.

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