Sec Form 4 Filing - THIES BRADLEY J @ FEI CO - 2016-09-19

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) See Remarks (Last) (First) (Middle) C/O FEI COMPANY, 5350 NE DAWSON CREEK DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 09/19/2016 (Street) HILLSBORO, OR97124-5793 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 09/19/2016 U 15,972 D 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 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 Options $ 23.98 09/19/2016 D 4,522 11/04/2011 11/04/2017 Common Stock 4,522 ( 2 ) 0 D Stock Options $ 39.76 09/19/2016 D 7,886 10/31/2012 10/31/2018 Common Stock 7,886 ( 3 ) 0 D Stock Options $ 55.16 09/19/2016 D 10,731 11/01/2013 11/01/2019 Common Stock 10,731 ( 4 ) 0 D Stock Options $ 89.08 09/19/2016 D 10,556 10/31/2014 10/31/2020 Common Stock 10,556 ( 5 ) 0 D Stock Options $ 81.88 09/19/2016 D 15,708 05/19/2015 05/19/2021 Common Stock 15,708 ( 6 ) 0 D Stock Options $ 81.15 09/19/2016 D 23,457 05/22/2016 05/22/2022 Common Stock 23,457 ( 7 ) 0 D RSUs $ 0 ( 8 ) 09/19/2016 D 1,375 ( 9 ) ( 8 ) Common Stock 1,375 ( 9 ) 0 D RSUs $ 0 ( 8 ) 09/19/2016 D 2,030 ( 10 ) ( 8 ) Common Stock 2,030 ( 10 ) 0 D RSUs $ 0 ( 8 ) 09/19/2016 D 1,870 ( 11 ) ( 8 ) Common Stock 1,870 ( 11 ) 0 D RSUs $ 0 ( 8 ) 09/19/2016 D 3,519 ( 12 ) ( 8 ) Common Stock 3,519 ( 12 ) 0 D Performance-based RSUs $ 0 ( 13 ) 09/19/2016 D 10,096 ( 13 ) ( 8 ) Common Stock 10,096 ( 14 ) 0 D RSUs $ 0 ( 8 ) 09/19/2016 D 8,728 ( 15 ) ( 8 ) Common Stock 8,728 ( 15 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other THIES BRADLEY J C/O FEI COMPANY 5350 NE DAWSON CREEK DRIVE HILLSBORO, OR97124-5793 See Remarks Signatures /s/ Bradley J. Thies, by power of attorney 09/21/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposed of at the effective time of the merger of Polpis Merger Sub Co. ("Merger Sub"), a wholly owned subsidiary of Thermo Fisher Scientific Inc. ("Thermo Fisher"), with and into the Issuer (the "Merger"), pursuant to that certain Agreement and Plan of Merger dated May 26, 2016, between the Issuer, Thermo Fisher and Merger Sub (the "Merger Agreement"), in exchange for a cash payment of $107.50 per share. ( 2 )The option, which became fully vested on November 4, 2014, originally covered 18,088 shares but was exercised as to 13,566 shares prior to the Merger. At or immediately prior to the effective time of the Merger, the unexercised portion of the option was cancelled in exchange for a cash payment equal to (x) the difference between $107.50 and the per share exercise price of the option, multiplied by (y) the number of shares subject to such portion of the option. ( 3 )The option, which became fully vested on October 31, 2015, originally covered 15,772 shares but was exercised as to 7,886 shares prior to the Merger. At or immediately prior to the effective time of the Merger, the unexercised portion of the option was cancelled in exchange for a cash payment equal to (x) the difference between $107.50 and the per share exercise price of the option, multiplied by (y) the number of shares subject to such portion of the option. ( 4 )The option was scheduled to vest in four equal annual installments beginning on November 1, 2013. At or immediately prior to the effective time of the Merger, the unexercised portion of the option was assumed by Thermo Fisher and converted into an award representing a right to receive a cash amount equal to (x) the difference between $107.50 and the per share exercise price of the option, multiplied by (y) the number of shares subject to such portion of the option, subject to the vesting terms of the Issuer's 1995 Stock Incentive Plan and the award agreement evidencing such option, in each case as in effect immediately prior to the effective time of the Merger. ( 5 )The option was scheduled to vest in four equal annual installments beginning on October 31, 2014. At or immediately prior to the effective time of the Merger, the unexercised portion of the option was assumed by Thermo Fisher and converted into an award representing a right to receive a cash amount equal to (x) the difference between $107.50 and the per share exercise price of the option, multiplied by (y) the number of shares subject to such portion of the option, subject to the vesting terms of the Issuer's 1995 Stock Incentive Plan and the award agreement evidencing such option, in each case as in effect immediately prior to the effective time of the Merger. ( 6 )The option was scheduled to vest in four equal annual installments beginning on May 19, 2015. At or immediately prior to the effective time of the Merger, the unexercised portion of the option was assumed by Thermo Fisher and converted into an award representing a right to receive a cash amount equal to (x) the difference between $107.50 and the per share exercise price of the option, multiplied by (y) the number of shares subject to such portion of the option, subject to the vesting terms of the Issuer's 1995 Stock Incentive Plan and the award agreement evidencing such option, in each case as in effect immediately prior to the effective time of the Merger. ( 7 )The option was scheduled to vest in four equal annual installments beginning on May 22, 2016. At or immediately prior to the effective time of the Merger, the unexercised portion of the option was assumed by Thermo Fisher and converted into an award representing a right to receive a cash amount equal to (x) the difference between $107.50 and the per share exercise price of the option, multiplied by (y) the number of shares subject to such portion of the option, subject to the vesting terms of the Issuer's 1995 Stock Incentive Plan and the award agreement evidencing such option, in each case as in effect immediately prior to the effective time of the Merger. ( 8 )Each of the restricted share units ("RSUs") represents the right to receive, following vesting, one share of the Issuer's common stock. These RSUs do not expire, unless forfeited under the terms of the RSUs. ( 9 )The RSUs were scheduled to vest in four equal annual installments beginning on November 1, 2013. At or immediately prior to the effective time of the Merger, the outstanding RSUs were assumed by Thermo Fisher and converted into an award representing a right to receive a cash amount equal to (x) $107.50 multiplied by (y) the total number of outstanding shares of the Issuer's common stock that would have been delivered to Mr. Thies on each future vesting date of such RSUs (or on each future delivery date of such RSUs, if such delivery date is later than the related vesting date), subject to the vesting and delivery terms of the Issuer's 1995 Stock Incentive Plan and the award agreement evidencing such RSUs, in each case as in effect immediately prior to the effective time of the Merger. ( 10 )The RSUs were scheduled to vest in four equal annual installments beginning on October 31, 2014. At or immediately prior to the effective time of the Merger, the outstanding RSUs were assumed by Thermo Fisher and converted into an award representing a right to receive a cash amount equal to (x) $107.50 multiplied by (y) the total number of outstanding shares of the Issuer's common stock that would have been delivered to Mr. Thies on each future vesting date of such RSUs (or on each future delivery date of such RSUs, if such delivery date is later than the related vesting date), subject to the vesting and delivery terms of the Issuer's 1995 Stock Incentive Plan and the award agreement evidencing such RSUs, in each case as in effect immediately prior to the effective time of the Merger. ( 11 )The RSUs were scheduled to vest in four equal annual installments beginning on May 19, 2015. At or immediately prior to the effective time of the Merger, the outstanding RSUs were assumed by Thermo Fisher and converted into an award representing a right to receive a cash amount equal to (x) $107.50 multiplied by (y) the total number of outstanding shares of the Issuer's common stock that would have been delivered to Mr. Thies on each future vesting date of such RSUs (or on each future delivery date of such RSUs, if such delivery date is later than the related vesting date), subject to the vesting and delivery terms of the Issuer's 1995 Stock Incentive Plan and the award agreement evidencing such RSUs, in each case as in effect immediately prior to the effective time of the Merger. ( 12 )The RSUs were scheduled to vest in four equal annual installments beginning on May 22, 2016. At or immediately prior to the effective time of the Merger, the outstanding RSUs were assumed by Thermo Fisher and converted into an award representing a right to receive a cash amount equal to (x) $107.50 multiplied by (y) the total number of outstanding shares of the Issuer's common stock that would have been delivered to Mr. Thies on each future vesting date of such RSUs (or on each future delivery date of such RSUs, if such delivery date is later than the related vesting date), subject to the vesting and delivery terms of the Issuer's 1995 Stock Incentive Plan and the award agreement evidencing such RSUs, in each case as in effect immediately prior to the effective time of the Merger. ( 13 )These RSUs are performance-based RSUs, for which the number of RSUs that would vest was to be determined by the Issuer achieving targeted average annual revenue growth during the period from January 1, 2016 through December 31, 2018. In addition, vesting was subject to minimum thresholds for average operating income and average annual revenue growth. A portion of the RSUs were scheduled to vest if the Issuer achieved the thresholds and vesting would increase with performance up to a cap of 10,096 RSUs, which represented 200% of the RSUs that vest upon achievement of the performance metrics at target levels. Performance would be assessed and vesting determined after the Issuer finalized financial results for 2018, which was expected to be on or about February 6, 2019. RSUs that did not vest in accordance with the foregoing would be forfeited. ( 14 )At or immediately prior to the effective time of the Merger, these performance-based RSUs were assumed by Thermo Fisher and converted into an award representing a right to receive a cash amount equal to (x) $107.50 multiplied by (y) the total number of outstanding shares of the Issuer's common stock that would have been delivered to Mr. Thies on each future vesting date of such RSUs (or on each future delivery date of such RSUs, if such delivery date is later than the related vesting date), subject to the vesting and delivery terms of the Issuer's 1995 Stock Incentive Plan and the award agreement evidencing such RSUs, in each case as in effect immediately prior to the effective time of the Merger, except that the performance metrics were deemed to have been achieved at target as of the effective time of the Merger. ( 15 )The RSUs were scheduled to vest in four equal annual installments beginning on May 17, 2017. At or immediately prior to the effective time of the Merger, the outstanding RSUs were assumed by Thermo Fisher and converted into an award representing a right to receive a cash amount equal to (x) $107.50 multiplied by (y) the total number of outstanding shares of the Issuer's common stock that would have been delivered to Mr. Thies on each future vesting date of such RSUs (or on each future delivery date of such RSUs, if such delivery date is later than the related vesting date), subject to the vesting and delivery terms of the Issuer's 1995 Stock Incentive Plan and the award agreement evidencing such RSUs, in each case as in effect immediately prior to the effective time of the Merger.

Remarks: SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY

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