SEC FORM 4

SEC Form 4

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, 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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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^*

WILLS RICHARD H

(Last)

(First)

(Middle)

PO BOX 500

14200 SW KARL BRAUN DRIVE

(Street)

BEAVERTON

97077-0001

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TEKTRONIX INC [ TEK ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman, CEO, and President

3. Date of Earliest Transaction (Month/Day/Year)
05/09/2007

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)
Common Stock	05/09/2007		M ^{( 1 )}		58,012	A	$20.0625	161,259	D
Common Stock	05/09/2007		S ^{( 1 )}		58,012	D	$30	103,247	D
Common Stock								5,370	I	401(k) Plan

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)
Phantom Stock Units	^{( 2 )}							^{( 3 )}	^{( 3 )}	Common Stock	11,051		11,051	D
Non-Qualified Stock Option	$20.0625	05/09/2007		M			58,012	01/20/2002 ^{( 4 )}	01/20/2010	Common Stock	58,012	$0	215,000	D
Non-Qualified Stock Option	$37.5							01/18/2003	01/18/2011	Common Stock	100,000		100,000	D
Non-Qualified Stock Option	$17.12							09/20/2003	09/20/2011	Common Stock	25,000		25,000	D
Non-Qualified Stock Option	$24.48							02/01/2003	02/01/2012	Common Stock	100,000		100,000	D
Non-Qualified Stock Option	$17.51							01/22/2004	01/22/2013	Common Stock	120,000		120,000	D
Non-Qualified Stock Option	$31.55							01/20/2005	01/20/2014	Common Stock	100,000		100,000	D
Non-Qualified Stock Option	$28.69							01/18/2006	01/18/2015	Common Stock	100,000		100,000	D
Non-Qualified Stock Option	$29.79							01/17/2007	01/17/2016	Common Stock	90,000		90,000	D
Non-Qualified Stock Option	$28.74							01/16/2008	01/16/2017	Common Stock	84,000		84,000	D

Explanation of Responses:

1. Stock option exercised pursuant to the reporting persons 10b-5 Plan dated July 26, 2006, under which up to 120,000 shares could be sold.

2. Phantom Stock Units are convertible into common stock on a 1-for-1 basis.

3. Phantom Stock Units accrued under the Tektronix, Inc. Stock Deferral Plan are to be settled in Tektronix, Inc. Common Stock upon the reporting person's termination from the Company pursuant to the Plan.

4. Employee stock option granted 1/20/2000 and exercisable for 25% of the shares on each of the first four anniversaries of the option date.

Remarks:

	MardiLyn Saathoff, Attorney-in-fact, for Richard H. Wills	05/10/2007
	** 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).
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