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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy) | $ 12.55 | 11/14/2008 | D | 5,000 (3) | (3) | 02/07/2018 | Common Stock | 5,000 | (3) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CHILD MICHAEL C JOHN HANCOCK TOWER 200 CLARENDON ST. 56TH FLOOR BOSTON, MA 02116 |
X |
Michael C. Child | 11/18/2008 | |
**Signature of Reporting Person | Date | |
Thomas P. Alber, Attorney-in-Fact | 11/18/2008 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Pursuant to the Agreement and Plan of Merger, dated as of September 1, 2008, by and among Teradyne, Inc., Turin Acquisition Corp., and Eagle Test Systems, Inc. (the "Merger Agreement"), each of these shares of Common Stock was converted at the Effective Time of the Merger Agreement into the right to receive $15.65 per share in cash, without interest and less any required withholding taxes (the "Merger Consideration"). |
(2) | The reporting person may have been deemed to have an indirect pecuniary interest as a partner of TA Investors LLC in shares of Common Stock held by TA Investors LLC. The reporting person disclaimed beneficial ownership of such shares, except to the extent of the shares which he held a pecuniary interest. On 10/14/08 TA Investors LLC disposed of 21,556 shares on behalf of the reporting person. |
(3) | This option, which vests in 48 equal monthly installments beginning on March 7, 2008, was assumed by Teradyne in the merger and converted, based on a conversion ratio equal to the merger consideration ($15.65) divided by the average closing price of Teradyne stock for the 5 business days preceding, but not including the effective time of the merger ($4.56), into an option to purchase 17,160 shares of Teradyne common stock at an exercise price of $3.66 per share. |