Edgar Filing: AMETEK INC/

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

KLEIN CHARLES D

2. Issuer Name and Ticker or Trading Symbol
AMETEK INC/ [AME]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

AMERICAN SECURITIES LLC, 299 PARK AVENUE, 34TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2016

(Street)

NEW YORK, NY 10171

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/10/2016		M		8,820	A	$ 14.5378	153,231	D
Common Stock	02/10/2016		M		7,582	A	$ 19.5867	160,813	D
Common Stock	02/10/2016		S		16,402	D	$ 45.8984 ⁽¹⁾	144,411	D
Common Stock								17,000	I	By Trust ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option

$ 14.5378

02/10/2016

8,820

⁽³⁾

04/22/2016

Common Stock

8,820

$ 0

Stock Option

$ 19.5867

02/10/2016

7,582

⁽⁴⁾

04/28/2017

Common Stock

7,582

$ 0

Stock Option

$ 29.8267

⁽⁵⁾

05/02/2018

Common Stock

4,050

Stock Option

$ 34.0467

⁽⁶⁾

04/30/2019

Common Stock

4,725

Stock Option

$ 30.74

⁽⁷⁾

07/25/2019

Common Stock

1,570

Stock Option

$ 41.74

⁽⁸⁾

05/07/2020

Common Stock

5,190

Stock Option

$ 53.13

⁽⁹⁾

05/07/2021

Common Stock

3,740

Stock Option

$ 52.27

⁽¹⁰⁾

05/05/2022

Common Stock

5,160

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KLEIN CHARLES D AMERICAN SECURITIES LLC 299 PARK AVENUE, 34TH FLOOR NEW YORK, NY 10171	X

Signatures

/s/Kathryn E. Sena, attorney-in-fact for Mr. Klein		02/10/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The shares were sold at prices ranging from $45.8767 to $45.92 per share. Upon request by the SEC staff, the issuer, or any security holder of the issuer, the reporting person will provide information regarding the number of shares sold at each separate price.
(2)	This trust is a charitable remainder trust of which the reporting person and his spouse are two of the co-trustees and of which his wife is a beneficiary. The reporting person continues to report beneficial ownership of all of the AMETEK Common Stock held by the trust but disclaims beneficial ownership except to the extent of his wife's pecuniary interest therein.
(3)	The stock options will become exercisable in four equal annual installments beginning on April 23, 2010.
(4)	The stock options will become exercisable in four equal annual installments beginning on April 29, 2011.
(5)	The stock options will become exercisable in four equal installments beginning on May 3, 2012.
(6)	The stock options will become exercisable in four equal installments beginning on May 1, 2013.
(7)	The stock options will become exercisable in four equal annual installments beginning on July 26, 2013.
(8)	The stock options will become exercisable in four equal annual installments beginning on May 8, 2014.
(9)	The stock options will become exercisable in four equal annual installments beginning on May 8, 2015.
(10)	The stock options will become exercisable in four equal annual installments beginning on May 6, 2016.

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