UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Class B Common Shares (1) | Â (1) | Â (1) | Common Shares | 0 | $ (1) | I | See Footnote (1) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
DANAHER CORP /DE/ 2099 PENNSYLVANIA AVENUE 12TH FLOOR WASHINGTON, DC 20006 |
 |  X |  |  |
Aegean Acquisition Corp. 2099 PENNSYLVANIA AVENUE 12TH FLOOR WASHINGTON, DC 20006 |
 |  X |  |  |
/s/ James F. O'Reilly, Associate General Counsel and Secretary, Danaher Corporation /s/ James F. O'Reilly, Vice President and Secretary, Aegean Acquisition Corp. | 10/06/2010 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | This Form 3 is being filed as a result of that certain Voting Agreement, dated as of September 29, 2010, by and among Danaher Corporation ("Parent"), Aegean Acquisition Corp. ("Merger Sub") and Keithley Investment Co. Limited Partnership ("Partnership"), covering such number of the Partnership's Class B common shares representing 19.99% of the voting power of the Issuer. The Voting Agreement was entered into in connection with the proposed acquisition of the Issuer by Parent and Merger Sub. For additional information regarding the Voting Agreement and the acquisition of the Issuer, see Schedule 13D filed by Parent and Merger Sub with the Securities and Exchange Commission on October 7, 2010. Parent and Merger Sub expressly disclaim any beneficial ownership of the Issuer's common shares and Class B common shares. |
 Remarks: Exhibit 99 - Joint Filer Information Name: Aegean Acquisition Corp. Address: 2099 Pennsylvania Avenue, 12th Floor Washington, DC 20006 Designated Filer: Danaher Corporation Issuer & Ticker Symbol: Keithley Instruments, Inc. (NYSE: KEI) Date of Event Requiring Statement: September 29, 2010 |