Sec Form 4 Filing - Allen David J @ NEWPORT CORP - 2016-03-16

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 Allen David J 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 X __ Officer (give title below) _____ Other (specify below) SVP & GM, Lasers Group (Last) (First) (Middle) 1791 DEERE AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 03/16/2016 (Street) IRVINE, CA92606 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 03/16/2016 M 27,510 A $ 4.18 98,216 ( 1 ) D Common Stock 03/16/2016 D( 2 ) 5,022 D $ 22.9 93,194 D Common Stock 03/17/2016 S( 3 ) 8,460 D $ 22.9141 ( 4 ) 84,734 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 Stock-settled stock appreciation right $ 4.18 03/16/2016 M 27,510 ( 5 ) 03/20/2016 Common Stock 27,510 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Allen David J 1791 DEERE AVENUE IRVINE, CA92606 SVP & GM, Lasers Group Signatures /s/ Jeffrey B. Coyne, SVP & General Counsel, as attorney-in-fact for reporting person 03/17/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes an aggregate of 203 shares acquired through the issuer's Employee Stock Purchase Plan on June 30, 2015 and December 31, 2015. ( 2 )Reflects the disposition of shares to the issuer deemed to occur upon the exercise of a stock appreciation right (such shares having a total value at the time of exercise equal to the aggregate base value of the stock appreciation right). ( 3 )Shares were sold to satisfy the reporting person's tax withholding obligation upon the exercise of a stock appreciation right. ( 4 )Reflects the weighted-average sale price for an aggregate of 8,460 shares sold in multiple transactions at prices ranging from $22.90 to $22.95 per share. Reporting person undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. ( 5 )Stock appreciation right became fully vested on March 20, 2012.

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).

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