Sec Form 4 Filing - MCCORMICK PETER M @ MAGNETEK, INC. - 2015-09-02

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
MCCORMICK PETER M
2. Issuer Name and Ticker or Trading Symbol
MAGNETEK, INC. [ MAG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
MAGNETEK, INC., N49 W13650 CAMPBELL DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
09/02/2015
(Street)
MENOMONEE FALLS, WI53051
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 09/02/2015 A 30,645 ( 1 ) A $ 0 74,820 D
Common Stock 09/02/2015 D 74,820 D $ 50 ( 2 ) 0 D
Common Stock 09/02/2015 D 159 D $ 50 ( 2 ) 0 I By 401(k) Plan
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
Employee Stock Option (Right to Buy) $ 36.1 09/02/2015 D 4,000 ( 3 ) 01/30/2018 Common Stock 4,000 ( 3 ) 0 D
Employee Stock Option (Right to Buy) $ 23 09/02/2015 D 30,000 ( 3 ) 10/31/2018 Common Stock 30,000 ( 3 ) 0 D
Employee Stock Option (Right to Buy) $ 11.5 09/02/2015 D 20,547 ( 3 ) 08/24/2020 Common Stock 20,547 ( 3 ) 0 D
Employee Stock Option (Right to Buy) $ 11.5 09/02/2015 D 7,647 ( 3 ) 08/24/2020 Common Stock 7,647 ( 3 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MCCORMICK PETER M
MAGNETEK, INC.
N49 W13650 CAMPBELL DRIVE
MENOMONEE FALLS, WI53051
X President and CEO
Signatures
Scott S. Cramer, Attorney-in-Fact for Peter M. McCormick 09/02/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On July 26, 2015, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Columbus McKinnon Corporation, a New York corporation ("Parent"), and Megatron Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Acquisition Sub"), pursuant to which, on September 2, 2015, a number of performance shares determined as if the performance objectives applicable to the performance shares had been achieved at the target performance level vested in full resulting in the reporting person's acquisition of that number of shares of the Issuer's common stock.
( 2 )Pursuant to the Merger Agreement, Acquisition Sub commenced a tender offer to acquire all shares of the Issuer's common stock at a price per share of $50.00, and on September 2, 2015, Acquisition Sub accepted all shares of Issuer's common stock that were tendered and Parent subsequently made a cash payment in respect of all of the outstanding shares of the Issuer's common stock that were tendered. The reporting person reports disposition of shares tendered by the reporting person pursuant to the terms of the tender offer, which involved a change of control.
( 3 )The Merger Agreement contemplated a merger of Acquisition Sub with and into the Issuer following consummation of the tender offer. Pursuant to the Merger Agreement, each unexpired and unexercised option vested immediately prior to the consummation of the merger and was canceled in exchange for a cash payment per share equal to the difference between $50.00 and the exercise price of such option. Options with an exercise price of $50.00 per share or more were canceled and are not shown in Table II of this Report.

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