Sec Form 4 Filing - Pryts Edward J @ CYBEX INTERNATIONAL INC - 2012-12-06

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
Pryts Edward J
2. Issuer Name and Ticker or Trading Symbol
CYBEX INTERNATIONAL INC [ CYBI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SR. VP of N.A. Sales
(Last) (First) (Middle)
CYBEX INTERNATIONAL, INC., 10 TROTTER DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
12/06/2012
(Street)
MEDWAY, MA02053
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 12/06/2012 M 3,800 A $ 1.51 3,950 D
Common Stock 12/06/2012 S 3,800 D $ 2.4 150 D
Common Stock 12/06/2012 M 1,200 A $ 1.51 1,350 D
Common Stock 12/06/2012 S 1,200 D $ 2.41 150 D
Common Stock 02/07/2013 D( 1 ) 150 D $ 2.55 ( 2 ) 0 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 Amou nt 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
Employee Stock Option (Right to Buy) $ 1.51 12/06/2012 M 3,800 ( 3 ) 12/11/2012 Common Stock 3,800 $ 0 0 D
Employee Stock Option (Right to Buy) $ 1.51 12/06/2012 M 1,200 ( 3 ) 12/11/2012 Common Stock 1,200 $ 0 0 D
Employee Stock Option (Right to Buy) $ 1.17 02/07/2013 D( 1 ) 10,000 ( 4 ) 01/01/2020( 4 ) Common Stock 10,000 ( 4 ) 0 D
Employee Stock Option (Right to Buy) $ 4.56 02/07/2013 D( 1 ) 10,000 ( 4 ) 12/31/2017( 4 ) Common Stock 10,000 ( 4 ) 0 D
Employee Stock Option (Right to Buy) $ 7.37 02/07/2013 D( 1 ) 10,000 ( 4 ) 11/01/2016( 4 ) Common Stock 10,000 ( 4 ) 0 D
Employee Stock Option (Right to Buy) $ 1.27 02/07/2013 D( 1 ) 30,000 ( 4 ) 01/05/2014( 4 ) Common Stock 30,000 ( 4 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Pryts Edward J
CYBEX INTERNATIONAL, INC.
10 TROTTER DRIVE
MEDWAY, MA02053
SR. VP of N.A. Sales
Signatures
/s/ Edward J. Pryts 02/07/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Disposed of pursuant to the Agreement and Plan of Merger, dated as of October 12, 2012, among the Issuer, Cyb Merger Corp. and UM Holdings, Ltd. (the "Merger Agreement").
( 2 )Disposed of pursuant to the Merger Agreement in exchange for $2.55 for each share of the Issuer's common stock held by Reporting Person.
( 3 )This option vested in four equal annual installments on December 11, 2003, December 11, 2004, December 11, 2005 and December 11, 2006.
( 4 )Pursuant to the Merger Agreement, this option was cancelled as of February 7, 2013 in exchange for a cash payment equal to the product of (i) the total number of shares of the Issuer's common stock subject to the option multiplied by (ii) the excess, if any, of $2.55 over the per share exercise price of the option.

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