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Form 4 HUTCHINSON TECHNOLOGY For: Oct 05 Filed by: PENN RICHARD J

October 5, 2016 1:39 PM 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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 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 *
PENN RICHARD J
(Last) (First) (Middle)
40 WEST HIGHLAND PARK DRIVE NE
(Street)
HUTCHINSON MN 55350
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HUTCHINSON TECHNOLOGY INC [ HTCH ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
10/05/2016
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 10/05/2016   D   98,458.8514 D $ 4 (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
Employee Stock Option (Right to Buy) $ 27.46 10/05/2016   D     15,500   (2) 11/30/2015 Common Stock 15,500 $ 0 0 D  
Employee Stock Option (Right to Buy) $ 23.05 10/05/2016   D     30,000   (3) 11/29/2016 Common Stock 30,000 $ 0 0 D  
Employee Stock Option (Right to Buy) $ 26.21 10/05/2016   D     30,000   (4) 11/28/2017 Common Stock 30,000 $ 0 0 D  
Employee Stock Option (Right to Buy) $ 3.03 10/05/2016   D     40,000   (5) 12/03/2018 Common Stock 40,000 $ 0 0 D  
Employee Stock Option (Right to Buy) $ 7.35 10/05/2016   D     55,000   (6) 12/02/2019 Common Stock 55,000 $ 0 0 D  
Employee Stock Option (Right to Buy) $ 3.03 10/05/2016   D     55,000   (7) 12/01/2020 Common Stock 55,000 $ 0 0 D  
Employee Stock Option (Right to Buy) $ 1.7 10/05/2016   D     33,000   (8) 11/29/2021 Common Stock 33,000 $ 0 0 D  
Employee Stock Option (Right to Buy) $ 2.98 10/05/2016   D     100,000   (9) 12/03/2023 Common Stock 100,000 $ 0 0 D  
Employee Stock Option (Right to Buy) $ 3.43 10/05/2016   D     100,000   (10) 12/02/2024 Common Stock 100,000 $ 0 0 D  
Employee Stock Option (Right to Buy) $ 1.59 10/05/2016   D     50,000   (11) 10/11/2022 Common Stock 50,000 $ 0 0 D  
Employee Stock Option (Right to Buy) $ 1.53 10/05/2016   D     100,000   (12) 12/04/2022 Common Stock 100,000 $ 0 0 D  
Explanation of Responses:
1. Price reflects per share consideration paid pursuant to the Agreement and Plan of Merger, dated November 1, 2015 (the "Merger Agreement"), by and among Hutchinson Technology Incorporated, Headway Technologies, Inc. and Hydra Merger Sub, Inc.
2. These stock options, which provided for vesting in two equal installments beginning on the first anniversary of the date of grant, have either expired or have been canceled pursuant to the terms of the Merger Agreement.
3. These stock options, which provided for vesting in two equal installments beginning on the first anniversary of the date of grant, were canceled pursuant to the terms of the Merger Agreement.
4. These stock options, which provided for vesting in two equal installments beginning on the first anniversary of the date of grant, were canceled pursuant to the terms of the Merger Agreement.
5. These stock options, which provided for vesting in two equal installments beginning on the first anniversary of the date of grant, were canceled pursuant to the terms of the Merger Agreement in exchange for a cash payment of $4.00 less the per share exercise price multiplied by the number of unexercised options, without interest.
6. These stock options, which provided for vesting in two equal installments beginning on the first anniversary of the date of grant, were canceled pursuant to the terms of the Merger Agreement.
7. These stock options, which provided for vesting in two equal installments beginning on the first anniversary of the date of grant, were canceled pursuant to the terms of the Merger Agreement in exchange for a cash payment of $4.00 less the per share exercise price multiplied by the number of unexercised options, without interest.
8. These stock options, which provided for vesting in three equal installments beginning on the first anniversary of the date of grant, were canceled pursuant to the terms of the Merger Agreement in exchange for a cash payment of $4.00 less the per share exercise price multiplied by the number of unexercised options, without interest.
9. These stock options, which provided for vesting in three equal installments beginning on the first anniversary of the date of grant, were canceled pursuant to the terms of the Merger Agreement in exchange for a cash payment of $4.00 less the per share exercise price multiplied by the number of unexercised options, without interest.
10. These stock options, which provided for vesting in three equal installments beginning on the first anniversary of the date of grant, were canceled pursuant to the terms of the Merger Agreement in exchange for a cash payment of $4.00 less the per share exercise price multiplied by the number of unexercised options, without interest.
11. These stock options, which provided for vesting in three equal installments beginning on the first anniversary of the date of grant, were canceled pursuant to the terms of the Merger Agreement in exchange for a cash payment of $4.00 less the per share exercise price multiplied by the number of unexercised options, without interest.
12. These stock options, which provided for vesting in three equal installments beginning on the first anniversary of the date of grant, were canceled pursuant to the terms of the Merger Agreement in exchange for a cash payment of $4.00 less the per share exercise price multiplied by the number of unexercised options, without interest.
/s/ Peggy Steif Abram, attorney-in-fact 10/05/2016
** 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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