Edgar Filing: HERMANCE FRANK S

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 ^*

HERMANCE FRANK S

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
__X__ Officer (give title below)	_____ Other (specify below)
CHAIRMAN OF THE BOARD & CEO

(Last)

(First)

(Middle)

1100 CASSATT ROAD, P.O. BOX 1764

3. Date of Earliest Transaction (Month/Day/Year)
11/04/2011

(Street)

BERWYN, PA 19312-1177

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	10/31/2011		G⁽¹⁾	V	51,163	D	$ 0	0	I	By GRAT
Common Stock	11/04/2011		M		65,000	A	$ 16.8578	1,468,412	D
Common Stock	11/04/2011		S		65,000	D	$ 40.7462 ⁽³⁾	1,403,412	D
Common Stock	11/07/2011		M		130,862	A	$ 16.8578	1,534,274	D
Common Stock	11/07/2011		S		130,862	D	$ 40.431 ⁽⁴⁾	1,403,412 ⁽¹⁾	D
Common Stock								180,000	I	By Wife
Common Stock/serp								219,097	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

$ 16.8578

11/04/2011

65,000

⁽²⁾

04/26/2012

Common Stock

65,000

$ 0

130,862

Stock Option

$ 16.8578

11/07/2011

130,862

⁽²⁾

04/26/2012

Common Stock

130,862

$ 0

Stock Option

$ 22.1778

⁽⁵⁾

04/25/2013

Common Stock

189,922

Stock Option

$ 24.2933

⁽⁶⁾

04/23/2014

Common Stock

191,325

Stock Option

$ 32.4

⁽⁷⁾

04/22/2015

Common Stock

194,235

Stock Option

$ 21.8067

⁽⁸⁾

04/22/2016

Common Stock

300,975

Stock Option

$ 29.38

⁽⁹⁾

04/28/2017

Common Stock

223,860

Stock Option

$ 44.74

⁽¹⁰⁾

05/02/2018

Common Stock

100,560

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HERMANCE FRANK S 1100 CASSATT ROAD P.O. BOX 1764 BERWYN, PA 19312-1177	X		CHAIRMAN OF THE BOARD & CEO

Signatures

/s/Kathryn E. Sena, attorney-in-fact for Mr. Hermance		11/07/2011
^**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)	On October 24, 2008, the reporting person contributed 135,000 shares (adjusted to reflect a 3-for-2 stock split effective December 21, 2010) of AMETEK Common Stock to a grantor retained annuity trust. Upon termination of the trust on October 24, 2011, 51,163 shares were transferred on October 31, 2011 to a relative and as such the reporting person disclaims beneficial ownership of the shares. The remaining 83,837 shares (of which 27,164 shares were distributed back to the reporting person on October 31, 2011) were previously distributed to the reporting person and continue to be reported in this Form 4 as directly-owned.
(2)	The stock options will become exercisable in four equal installments beginning on April 27, 2006.
(3)	The shares were sold at prices ranging from $40.63 to $41.00 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.
(4)	The shares were sold at prices ranging from $40.03 to $40.58 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.
(5)	The stock options will become exercisable in four equal installments beginning on April 26, 2007.
(6)	The stock options will become exercisable in four equal installments beginning on April 24, 2008.
(7)	The stock options will become exercisable in four equal installments beginning on April 23, 2009.
(8)	The stock options will become exercisable in four equal annual installments beginning on April 23, 2010.
(9)	The stock options will become exercisable in four equal annual installments beginning on April 29, 2011.
(10)	The stock options will become exercisable in four equal installments beginning on May 3, 2012.

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