| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MKS INSTRUMENTS INC [ MKSI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/23/2006 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 02/23/2006 | S | 35,000 | D | $22.6713(1)(2) | 8,339,736 | I | Through a subsidiary(3) | ||
| Common Stock | 02/24/2006 | S | 69,283 | D | $22.4924(4) | 8,270,453 | I | Through a subsidiary(3) | ||
| Common Stock | 1,065,182(5) | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Explanation of Responses: |
| 1. The Reporting Person gave a sell order to the broker to sell shares of MKS Instruments, Inc. common stock which resulted in sales of 35,000 shares on February 23, 2006. In the discretion of the broker, the sales were effected in multiple transactions, at varying prices, on February 23, 2006, as follows and as described in Footnote 2 below: 781 shares at $22.42; 106 at $22.43; 181 at $22.44; 500 at $22.49; 100 at $22.50; 100 at $22.51; 100 at $22.53; 800 at $22.54; 800 at $22.55; 500 at $22.56; 1,000 at $22.57; 400 at $22.58; 300 at $22.59; 1,300 at $22.60; 1,100 at $22.61; 800 at $22.62; 1,700 at $22.63; 1,200 at $22.64; 1,900 at $22.65; 1,400 at $22.66; 1,400 at $22.67; and 1,600 at $22.68. |
| 2. This footnote sets forth additional detail with respect to the transactions described in Footnote 1, as follows: 1,900 shares at $22.69; 1,400 at $22.70; 1,400 at $22.71; 632 at $22.72; 1,672 at $22.73; 1,900 at $22.74; 3,600 at $22.75; 1,328 at $22.76; 900 at $22.77; 500 at $22.78; 900 at $22.79; 300 at $22.80; 200 at $22.84; and 300 at $22.88. The weighted average sales price for these transactions was $22.6713 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 Reporting Person gave a sell order to the broker to sell shares of MKS Instruments, Inc. common stock which resulted in sales of 69,283 shares on February 24, 2006. In the discretion of the broker, the sales weres effected in multiple transactions, at varying prices, on February 24, 2006, as follows: 100 shares at $22.42; 100 at $22.43; 9,150 at $22.45; 1,850 at $22.46; 11,200 at $22.47; 3,800 at $22.48; 19,400 at $22.49; 4,600 at $22.50; 3,079 at $22.51; 5,321 at $22.52; 3,405 at $22.53; 2,000 at $22.54; 2,700 at $22.55; 1,100 at $22.56; and 1,478 at $22.57. The weighted average sales price for these transactions was $22.4924 per share. |
| 5. The reported securities are owned directly by Emerson Electric Co. |
| Remarks: |
| See Exhibit 99.1 - Joint Filer Information |
| /s/ Harley M. Smith, Assistant Secretary for Emerson Electric Co. | 02/27/2006 | |
| /s/ Harley M. Smith, Secretary for Astec America Inc. | 02/27/2006 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
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.
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Issuer & Ticker Symbol: |
MKS Instruments, Inc. (MKSI) |
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Date of Events Requiring Statement: |
02/23/06 |
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02/24/06 |
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Signature: |
/s/ Harley M. Smith | |
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By: |
Harley M. Smith, Assistant Secretary |
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of Emerson Electric Co. |
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Signature: |
/s/ Harley M. Smith | |
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By: |
Harley M. Smith, Secretary |
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of Astec America Inc. |