FARO Technologies Inc.

07/21/2025 | Press release | Distributed by Public on 07/21/2025 14:09

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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 or Section 30(h) of the Investment Company Act of 1940
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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Horwath Matthew
2. Issuer Name and Ticker or Trading Symbol
FARO TECHNOLOGIES INC [FARO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP & Chief Financial Officer
(Last) (First) (Middle)
C/O FARO TECHNOLOGIES, INC., 125 TECHNOLOGY PARK
3. Date of Earliest Transaction (Month/Day/Year)
07/21/2025
(Street)
LAKE MARY, FL 32746
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)
Code V Amount (A) or (D) Price
Common Stock 07/21/2025 D 39,264 D(1) $44 0 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (2) 07/21/2025 D 41,018 (3) (3) Common Stock 41,018 $44 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Horwath Matthew
C/O FARO TECHNOLOGIES, INC.
125 TECHNOLOGY PARK
LAKE MARY, FL 32746
SVP & Chief Financial Officer

Signatures

/s/ Matthew Horwath 07/21/2025
**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) Represents shares of issuer's common stock and restricted stock units relating to such common stock that were disposed of in connection with the merger of a wholly owned subsidiary of AMETEK, Inc. ("Merger Sub") with and into issuer (the "Merger") pursuant to the Agreement and Plan of Merger, dated as of May 5, 2025, by and among issuer, AMETEK, Inc., AMETEK TP, Inc. and Merger Sub (the "Merger Agreement"). At the effective time of the Merger, each issued and outstanding share of issuer's common stock (subject to certain exceptions described in the Merger Agreement) and each restricted stock unit were canceled and converted into the right to receive $44.00 in cash
(2) Each performance share unit represents the contingent right to receive the economic equivalent of one share of FARO Technologies, Inc. common stock.
(3) Pursuant to the terms of the Merger Agreement, immediately prior to the effective time of the Merger, these performance share units, which would have become vested as of immediately prior to the effective time of the Merger if the effective time of the Merger were the last day of the relevant performance period and the achievement of all relevant performance-based vesting requirements were determined at such time, were cancelled and converted into the right to receive equal to $44.00 in cash.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
FARO Technologies Inc. published this content on July 21, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on July 21, 2025 at 20:10 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]