SEC Info - Schneider Frederick H - ‘4’ for 9/13/13 re: Meade Instruments Corp.

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^*

SCHNEIDER FREDERICK H

(Last)

(First)

(Middle)

27 HUBBLE

(Street)

IRVINE

92618

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MEADE INSTRUMENTS CORP [ MEAD ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
9/13/13

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)
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)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
STOCK OPTIONS (Right to purchase)	$3.3 ⁽¹⁾	9/13/13		J ⁽²⁾			250	⁽³⁾	7/13/20	Common Stock	250	$1.2	0	D
STOCK OPTIONS (Right to purchase)	$3.75 ⁽¹⁾	9/13/13		J ⁽²⁾			250	⁽⁴⁾	7/12/22	Common Stock	250	$0.75	0	D

Explanation of Responses:

(1) Effective Septemer 13, 2013, pursuant to that certain Agreement and Plan of Merger, dated as of July 16, 2013 (and amended on August 5, 2013), among the Meade Instruments Corp. (the "Issuer"), Sunny Optics, Inc. ("Sunny") and Sunny Optics Merger Sub, Inc. ("Meger Sub"), Meger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and as a wholly-owned subsidiary of Sunny (the "Meger").

(2) In conection with the Merger, all options to purchase shares of the Issuer's common stock with exercise prices less than $4.50 held by the reporting person were converted into the right to receive a cash payment equal to the excess of $4.50 over the per share exercise price of such options for each share of the Issuer's common stock subject to such options.

(3) These options vested in substantially equal installments on each of the first three anniversaries of the option grant date, July 14, 2010.

(4) These options vested in substantially equal installments on each of the first three anniversaries of the option grant date, July 12, 2012.

	/s/Frederick H. Schneider, Jr.	9/16/13
	** 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.

____________ Transaction Code:
J	Other acquisition or disposition.

Schneider Frederick H – ‘4’ for 9/13/13 re: Meade Instruments Corp.

On: Monday, 9/16/13, at 9:58pm ET · For: 9/13/13 · As: Director · Accession #: 1209191-13-44454 · File #: 0-22183

Previous ‘4’: ‘4’ on 7/16/12 for 7/12/12 · Latest ‘4’: This Filing

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Schneider Frederick H – ‘4’ for 9/13/13 re: Meade Instruments Corp.

On: Monday, 9/16/13, at 9:58pm ET · For: 9/13/13 · As: Director · Accession #: 1209191-13-44454 · File #: 0-22183

Previous ‘4’: ‘4’ on 7/16/12 for 7/12/12 · Latest ‘4’: This Filing

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents