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Form 4 AMERICAN SCIENCE & ENGIN For: Sep 09 Filed by: Levine Lanning L

September 12, 2016 7:46 AM EDT
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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OMB Number: 3235-0287
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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 *
Levine Lanning L
(Last) (First) (Middle)
C/O AMERICAN SCIENCE AND ENGINEERING,
INC., 829 MIDDLESEX TURNPIKE
(Street)
BILLERICA MA 01821
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AMERICAN SCIENCE & ENGINEERING, INC. [ ASEI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, Human Resources
3. Date of Earliest Transaction (Month/Day/Year)
09/09/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 09/09/2016   D   2,894 D $ 37 (1) 0 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 (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
Restricted Stock Units (2) 09/09/2016   D     1,562   (2)   (2) Common Stock 1,562 (2) 0 D  
Restricted Stock Units (2) 09/09/2016   D     2,753   (2)   (2) Common Stock 2,753 (2) 0 D  
Restricted Stock Units (2) 09/09/2016   D     2,223   (2)   (2) Common Stock 2,223 (2) 0 D  
Restricted Stock Units (2) 09/09/2016   D     2,847   (2)   (2) Common Stock 2,847 (2) 0 D  
Explanation of Responses:
1. On September 9, 2016, pursuant to the Agreement and Plan of Merger among the issuer, OSI Systems, Inc. ("Buyer") and Apple Merger Sub, Inc., a wholly owned subsidiary of Buyer ("Merger Sub"), dated June 20, 2016 (the "Merger Agreement"), Merger Sub merged wth and into the issuer (the "Merger"), with the issuer surviving the Merger as a wholly owned subsidiary of Buyer. Pursuant to the Merger Agreement, at the effective time of the Merger, the shares automatically converted into the right to receive $37.00 per share in cash.
2. This Restricted Stock Unit award (the "RSU") was assumed by Buyer and converted in the Merger into restricted stock units of Buyer ("Assumed RSUs") covering a number of shares of Buyer common stock equal to the product of (i) the total number of shares of issuer common stock then underlying such issuer RSU multiplied by (ii) the quotient obtained by dividing (x) $37.00 by (y) the average closing sales price for a share of Buyer common stock on Nasdaq for the ten (10) consecutive trading days ending with, and including, September 7, 2016. Each Assumed RSU is subject to the same terms and conditions as were applicable under such issuer RSU.
/s/ Michael J. Muscatello, as attorney-in-fact for Lanning L. Levine 09/12/2016
** 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.

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