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Form 4 NEWPORT CORP For: Apr 29 Filed by: Werth Dennis L

May 2, 2016 6:50 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 *
Werth Dennis L
(Last) (First) (Middle)
1791 DEERE AVENUE
(Street)
IRVINE CA 92606
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NEWPORT CORP [ NEWP ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Former SVP/GM, Photonics Group
3. Date of Earliest Transaction (Month/Day/Year)
04/29/2016
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 04/29/2016   D   58,638 D $ 23 (1) 0 D  
Common Stock 04/29/2016   D   4,810 (2) D (2) 0 D  
Common Stock 04/29/2016   D   8,000 (3) D (3) 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
Stock Appreciation Right $ 12.47 04/29/2016   D     9,510   (4) 03/31/2017 Common Stock 9,510 (4) 0 D  
Stock Appreciation Right $ 17.06 04/29/2016   D     6,840   (5) 05/17/2018 Common Stock 6,840 (5) 0 D  
Stock Appreciation Right $ 17.12 04/29/2016   D     9,630   (6) 04/12/2019 Common Stock 9,630 (6) 0 D  
Stock Appreciation Right $ 13.74 04/29/2016   D     16,800   (7) 05/20/2020 Common Stock 16,800 (7) 0 D  
Stock Appreciation Right $ 18.29 04/29/2016   D     14,430   (8) 05/19/2021 Common Stock 14,430 (8) 0 D  
Stock Appreciation Right $ 19.11 04/29/2016   D     12,000   (9) 05/19/2022 Common Stock 12,000 (9) 0 D  
Explanation of Responses:
1. On April 29, 2016, pursuant to the Agreement and Plan of Merger between the issuer, MKS Instruments, Inc. ("MKS") and MKS' wholly owned subsidiary, PSI Equipment, Inc. ("Merger Sub"), dated February 22, 2016 (the "Merger Agreement"), Merger Sub merged with and into the issuer (the "Merger"), with the issuer surviving the Merger as a wholly owned subsidiary of MKS. Pursuant to the Merger Agreement, at the effective time of the Merger, the shares were automatically converted into a right to receive $23.00 per share in cash.
2. Restricted stock units representing the right to receive a total of 4,810 shares of the issuer's common stock, which vest on March 31, 2017, were assumed by MKS in connection with the Merger and were converted into restricted stock units representing the right to receive a total of 2,952 shares of MKS' common stock.
3. Restricted stock units representing the right to receive a total of 8,000 shares of the issuer's common stock, which vest in two equal installments on March 31, 2017 and March 31, 2018, were assumed by MKS in connection with the Merger and were converted into restricted stock units representing the right to receive a total of 4,911 shares of MKS' common stock.
4. Stock appreciation right, which became fully vested on March 31, 2013, was assumed by MKS in connection with the Merger and was converted into a stock appreciation right with respect to a total of 5,838 shares of MKS' common stock having a base value of $20.32 per share.
5. Stock appreciation right, which became fully vested on March 31, 2014, was assumed by MKS in connection with the Merger and was converted into a stock appreciation right with respect to a total of 4,199 shares of MKS' common stock having a base value of $27.79 per share.
6. Stock appreciation right, which became fully vested on March 31, 2015, was assumed by MKS in connection with the Merger and was converted into a stock appreciation right with respect to a total of 5,911 shares of MKS' common stock having a base value of $27.89 per share.
7. Stock appreciation right, which became fully vested on March 31, 2016, was assumed by MKS in connection with the Merger and was converted into a stock appreciation right with respect to a total of 10,313 shares of MKS' common stock having a base value of $22.39 per share.
8. Stock appreciation right, which vests in equal 1/3rd installments on March 31, 2015, 2016 and 2017, was assumed by MKS in connection with the Merger and was converted into a stock appreciation right with respect to a total of 8,858 shares of MKS' common stock having a base value of $29.80 per share.
9. Stock appreciation right, which vests in equal 1/3rd installments on March 31, 2016, 2017 and 2018, was assumed by MKS in connection with the Merger and was converted into a stock appreciation right with respect to a total of 7,366 shares of MKS' common stock having a base value of $31.13 per share.
/s/ Jeffrey B. Coyne, as attorney-in-fact for reporting person 05/02/2016
** 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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