SEC FORM 4 SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
EMERSON ELECTRIC CO

(Last) (First) (Middle)
8000 W. FLORISSANT AVE.

(Street)
ST LOUIS MO 63136

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MKS INSTRUMENTS INC [ MKSI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/26/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 06/26/2006 S 25,000 D $19.6537(1)(2) 5,522,405 I Through a subsidiary(3)
Common Stock 06/27/2006 S 25,000 D $19.6829(4)(5) 5,497,405 I Through a subsidiary(3)
Common Stock 1,065,182 D(6)
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 (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 Securities Underlying Derivative Security (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: 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
1. Name and Address of Reporting Person*
EMERSON ELECTRIC CO

(Last) (First) (Middle)
8000 W. FLORISSANT AVE.

(Street)
ST LOUIS MO 63136

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ASTEC AMERICA INC

(Last) (First) (Middle)
5810 VAN ALLEN WAY

(Street)
CARLSBAD CA 92008

(City) (State) (Zip)
Explanation of Responses:
1. The sales were effected in multiple transactions, at varying prices, on June 26, 2006, as follows and as described in Footnote 2 below: 483 shares at $19.37; 700 at $19.38; 400 at $19.40; 617 at $19.41; 200 at $19.42; 400 at $19.43; 400 at $19.44; 600 at $19.45; 300 at $19.46; 100 at $19.47; 300 at $19.48; 524 at $19.50; 200 at $19.51; 400 at $19.52; 200 at $19.53; 300 at $19.54; 600 at $19.55; 400 at $19.56; 583 at $19.57; 900 at $19.60; 400 at $19.62; 400 at $19.63; 600 at $19.66; 900 at $19.67; 1,000 at $19.68; and 1,280 at $19.69.
2. This footnote sets forth additional detail with respect to the transactions described in Footnote 1, as follows: 744 shares at $19.70; 669 at $19.71; 200 at $19.72; 330 at $19.73; 200 at $19.74; 2,700 at $19.75; 1,800 at $19.76; 1,300 at $19.77; 200 at $19.78; 400 at $19.79; 200 at $19.80; 800 at $19.81; 300 at $19.82; 700 at $19.83; 200 at $19.84; 200 at $19.85; 100 at $19.86; 570 at $19.87; and 200 at $19.88. The weighted average sales price for these transactions was $19.6537 per share.
3. The reported securities are owned directly by Astec America Inc. The Reporting Person is the ultimate parent company of Astec America Inc.
4. The sales were effected in multiple transactions, at varying prices, on June 27, 2006, as follows and as described in Footnote 5 below: 100 shares at $19.48; 700 at $19.49; 500 at $19.50; 100 at $19.51; 500 at $19.52; 500 at $19.53; 100 at $19.54; 359 at $19.55; 200 at $19.56; 300 at $19.57; 800 at $19.58; 1,300 at $19.59; 2,844 at $19.60; 1,680 at $19.61; 377 at $19.62; 323 at $19.63; 633 at $19.64; 500 at $19.65; 300 at $19.66; 1,200 at $19.67; 500 at $19.68; 1,200 at $19.69; 100 at $19.70; 1,200 at $19.71; and 500 at $19.72.
5. This footnote sets forth additional detail with respect to the transactions described in Footnote 4, as follows: 400 shares at $19.73; 421 at $19.74; 560 at $19.75; 384 at $19.76; 500 at $19.78; 200 at $19.79; 1,219 at $19.80; 100 at $19.81; 300 at $19.82; 800 at $19.83; 324 at $19.84; 576 at $19.85; 200 at $19.86; 189 at $19.87; 1,211 at $19.88; 300 at $19.89; 200 at $19.90; 100 at $19.91; and 200 at $20.04. The weighted average sales price for these transactions was $19.6829 per share.
6. The reported securities are owned directly by Emerson Electric Co.
Remarks:
See Exhibit 99.1 - Joint Filer Information
/s/ Timothy G. Westman, Assistant Secretary for Emerson Electric Co. 06/28/2006
/s/ Timothy G. Westman, Secretary for Astec America Inc. 06/28/2006
** Signature of Reporting Person Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Exhibit 99.1

Joint Filer Information

Astec America Inc., 5810 Van Allen Way, Carlsbad, California 92008, has designated Emerson Electric Co. as the “Designated Filer” for the purposes of the attached Form 4.

Issuer & Ticker Symbol:

MKS Instruments, Inc. (MKSI)

Date of Events Requiring Statement:

06/26/06

06/27/06

 

 

 

Signature:

/s/ Timothy G. Westman

 

By:

Timothy G. Westman, Assistant Secretary

 

 

of Emerson Electric Co.

 

Signature:

/s/ Timothy G. Westman

 

By:

Timothy G. Westman, Secretary

 

 

of Astec America Inc.