Sec Form 4 Filing - Gale Jody Storm @ FARO TECHNOLOGIES INC - 2018-07-31

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 Gale Jody Storm 2. Issuer Name and Ticker or Trading Symbol FARO TECHNOLOGIES INC [ FARO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP/General Counsel/Secretary (Last) (First) (Middle) C/O FARO TECHNOLOGIES, INC., 250 TECHNOLOGY PARK 3. Date of Earliest Transaction (MM/DD/YY) 07/31/2018 (Street) LAKE MARY, FL32746 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 07/31/2018 M 8,500 A $ 49.6 15,089 D Common Stock 07/31/2018 S 8,500 D $ 65.2748 ( 1 ) 6,589 D Common Stock 08/01/2018 M 5,097 A $ 49.6 11,686 D Common Stock 08/01/2018 M 3,554 A $ 59.97 15,240 D Common Stock 08/01/2018 M 5,167 A $ 34.55 20,407 D Common Stock 08/01/2018 S 13,818 D $ 65.0536 ( 2 ) 6,589 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 Executi on 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) $ 49.6 07/31/2018 M 8,500 ( 3 ) 02/03/2021 Common Stock 8,500 $ 0 5,097 D Employee Stock Option (right to buy) $ 49.6 08/01/2018 M 5,097 ( 3 ) 02/03/2021 Common Stock 5,097 $ 0 0 D Employee Stock Option (right to buy) $ 59.97 08/01/2018 M 3,554 ( 4 ) 02/27/2022 Common Stock 3,554 $ 0 2 D Employee Stock Option (right to buy) $ 34.55 08/01/2018 M 5,167 ( 5 ) 03/03/2024 Common Stock 5,167 $ 0 10,335 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gale Jody Storm C/O FARO TECHNOLOGIES, INC. 250 TECHNOLOGY PARK LAKE MARY, FL32746 SVP/General Counsel/Secretary Signatures /s/ Jody Storm Gale 08/02/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the sale of 8,500 shares in multiple transactions ranging in price from $65.00 to $65.55 per share, resulting in a weighted average sale price of $65.2748. The reporting person will provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each price within the range. ( 2 )Represents the sale of 13,818 shares in multiple transactions ranging in price from $65.00 to $65.30 per share, resulting in a weighted average sale price of $65.0536. The reporting person will provide, upon request by the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each price within the range. ( 3 )These stock options vested in three equal annual installments beginning on February 3, 2015. ( 4 )On February 27, 2015, the reporting person was granted performance-based stock options to purchase 12,803 shares of common stock, with the number of stock options earned to be determined based on the extent to which certain performance conditions for each of fiscal years 2015, 2016 and 2017 were met. As determined on each of February 11, 2016, March 3, 2017 and March 20, 2018, the reporting person earned stock options to purchase 1,066, 1,423 and 1,067 shares of common stock, respectively, based on the Company's fiscal year 2015, 2016 and 2017 performance, which stock options vested as of the respective determination date. ( 5 )5,167 stock options vested on March 3, 2018, and the remaining 10,335 stock options are scheduled to vest in equal installments on March 3, 2019 and March 3, 2020.

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).

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