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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| 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) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $ 18.75 | 10/26/2005 | A | 111,000 | (5) | 12/31/2005 | Common Stock | 111,000 | (6) | 111,000 | D | ||||
| Stock Option (Right to Buy) | $ 12.69 | 10/26/2005 | A | 25,000 | (7) | 10/26/2012 | Common Stock | 25,000 | (8) | 136,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| LEPOFSKY ROBERT C/O BROOKS AUTOMATION, INC. 15 ELIZABETH DRIVE CHELMSFORD, MA 01824 |
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| /s/ Lynda M. Avallone as Attorney-in-Fact for Robert J. Lepofsky | 10/28/2005 | |
| **Signature of Reporting Person | Date |
| * | 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) | Received in exhange for 255,073 shares of Helix Technology Corporation common stock in connection with the merger of Helix Technology Corporation and a wholly-owned subsidiary of Brooks Automation, Inc. (the "Merger"). On the effective date of the Merger, the closing price of Helix Technology Corporation's common stock was $13.96 per share, and the closing price of Brooks Automation, Inc.'s common stock was $12.69 per share. |
| (2) | Received in the Merger in exchange for 1,955 shares of Helix Technology Corporation common stock. |
| (3) | Received in the Merger in exchange for 40,000 shares of Helix Technology Corporation common stock. |
| (4) | The reporting person disclaims beneficial ownership of these shares. |
| (5) | Received in the Merger in exchange for a stock option to acquire 100,000 shares of Helix Technology Corporation common stock for $20.8125 per share. |
| (6) | Received in the Merger in exchange for a stock option to acquire Helix Technology Corporation common stock granted on February 11, 1999. This option becomes exercisable with respect to 25% of such shares subject to the option on each anniversary of the date of grant. |
| (7) | This option becomes exercisable with respect to 5,000 shares subject to the option on each anniversary of the date of grant, beginning on the first anniversary, such that the option becomes fully exercisable as of the fifth anniversary of the date of grant. |
| (8) | No amount was paid upon grant of the option. The reporting person will pay for the shares upon exercise of the option pursuant to the price listed in Column 2. |