SEC Filing | FARO Technologies Inc

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SEC FORM 5 SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

JULIEN ANDRE

(Last)

(First)

(Middle)

FARO TECHNOLOGIES INC

125 TECHNOLOGY PARK

(Street)

LAKE MARY

32746

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FARO TECHNOLOGIES INC [ FARO ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2003

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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, par value $.001	09/26/2003		S4	128	D	$12.311	22,844	I	By Philanderer Six⁽¹⁾
Common Stock, par value $.001	09/30/2003		S4	622	D	$11.221	22,222	I	By Philanderer Six⁽¹⁾
Common Stock, par value $.001	10/21/2003		S4	556	D	$16.82	21,666	I	By Philanderer Six⁽¹⁾
Common Stock, par value $.001	10/21/2003		S4	444	D	$16.58	21,222	I	By Philanderer Six⁽¹⁾
Common Stock, par value $.001	10/21/2003		S4	600	D	$16.694	20,622	I	By Philanderer Six⁽¹⁾
Common Stock, par value $.001	10/21/2003		S4	1,144	D	$16.605	19,478	I	By Philanderer Six⁽¹⁾
Common Stock, par value $.001	10/21/2003		S4	1,167	D	$16.949	18,311	I	By Philanderer Six⁽¹⁾
Common Stock, par value $.001	10/21/2003		S4	556	D	$17.104	17,755	I	By Philanderer Six⁽¹⁾
Common Stock, par value $.001	10/21/2003		S4	622	D	$17.15	17,133	I	By Philanderer Six⁽¹⁾
Common Stock, par value $.001	10/22/2003		S4	1,278	D	$17.526	15,855	I	By Philanderer Six⁽¹⁾
Common Stock, par value $.001	10/22/2003		S4	1,389	D	$17.583	14,466	I	By Philanderer Six⁽¹⁾
Common Stock, par value $.001	10/22/2003		S4	569	A	$17.55	13,897	I	By Philanderer Six⁽¹⁾
Common Stock, par value $.001	10/22/2003		S4	404	D	$17.702	13,493	I	By Philanderer Six⁽¹⁾
Common Stock, par value $.001	10/22/2003		S4	360	D	$17.75	13,133	I	By Philanderer Six⁽¹⁾
Common Stock, par value $.001	10/22/2003		S4	689	D	$17.48	12,444	I	By Philanderer Six⁽¹⁾
Common Stock, par value $.001	10/23/2003		S4	517	D	$18.041	11,927	I	By Philanderer Six⁽¹⁾
Common Stock, par value $.001	10/23/2003		S4	278	D	$18.1	11,649	I	By Philanderer Six⁽¹⁾
Common Stock, par value $.001	10/23/2003		S4	539	D	$18.183	11,110	I	By Philanderer Six⁽¹⁾
Common Stock, par value $.001	12/23/2003		S4	11,110	D	⁽¹³⁾	0	D

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)	4. Transaction Code (Instr. 8)	(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)
Nonemployee Director Stock Option (right to buy)	$4.88						04/29/2000	04/29/2009	Common Stock	3,000		3,000	D
Nonemployee Director Stock Option (right to buy)	$3.13						04/29/2000	04/29/2009	Common Stock	3,000		3,000	D
Nonemployee Director Stock Option (right to buy)	$2.57						05/02/2002	05/02/2011	Common Stock	3,000		3,000	D
Nonemployee Director Stock Option (right to buy)	$2.49						05/02/2002	05/02/2007	Common Stock	21,000		21,000	D
Nonemployee Director Stock Option Plan (right to buy)	$2.49	05/02/2002		A5	3,000		05/02/2003	05/02/2012	Common Stock	3,000	$2.49	3,000	D⁽²⁾
Nonemployee Director Stock Option (right to buy)	$4.42	04/29/2003		4A	3,000		04/29/2004	04/29/2013	Common Stock	3,000	$4.42	3,000	D⁽³⁾
Deferred Share Units	⁽⁴⁾						⁽⁵⁾	⁽⁵⁾	Common Stock	200		200	D⁽⁶⁾
Deferred Share Units	⁽⁴⁾						⁽⁵⁾	⁽⁵⁾	Common Stock	1,263		1,263	D⁽⁷⁾
Deferred Share Units	⁽⁴⁾						⁽⁵⁾	⁽⁵⁾	Common Stock	1,609		1,609	D⁽⁸⁾
Deferred Share Units	⁽⁴⁾						⁽⁵⁾	⁽⁵⁾	Common Stock	2,193		2,193	D⁽⁹⁾
Deferred Share Units	⁽⁴⁾						⁽⁵⁾	⁽⁵⁾	Common Stock	3,905		3,905	D⁽¹⁰⁾
Deferred Share Units	⁽⁴⁾						⁽⁵⁾	⁽⁵⁾	Common Stock	4,510		4,510	D⁽¹¹⁾
Deferred Share Units	⁽⁴⁾	12/31/2003⁽¹¹⁾		A	960		⁽⁵⁾⁽¹¹⁾	⁽⁵⁾⁽¹¹⁾	Common Stock	960	$2.5	960	D⁽¹¹⁾⁽¹²⁾

Explanation of Responses:

1. Represents 22.22% of the shares owned by Philanderer Six, Inc. Mr. Julien is an executive officer, director, and a 22.22% shareholder of Philanderer Six, Inc.

2. The number of options currently held by the reporting person was inadvertently under reported. The company is obligated under the 1997 Non-Employee Director Stock Option to grant options to all Non-Employee Directors under the terms and conditions as set forth in the plan. The option vests in three equal annual installments beginning on May 2, 2003.

3. The number of options currently held by the reporting person was inadvertently under reported. The company is obligated under the 1997 Non-Employee Director Stock Option to grant options to all Non-Employee Directors under the terms and conditions as set forth in the plan. The option vests in three equal annual installments beginning on April 29, 2004.

4. 1 for 1

5. Shares of phantom stock units become payable to the director upon the earliest of the date selected by the director on his/her Deferral Election Form; death; or disability.

6. Acquired on various dates between January 1, 1997 and December 31, 1997 pursuant to the Company's 1997 Non-Employee Directors' Fee Plan at $10.03 per share.

7. Acquired on various dates between January 1, 1998 and December 31, 1998 pursuant to the Company's 1997 Non-Employee Directors' Fee Plan at prices ranging from $3.60 to $11.94.

8. Acquired on various dates between January 1, 1999 and December 31, 1999 pursuant to the Company's 1997 Non-Employee Directors' Fee Plan at prices ranging from $2.73 to $5.95.

9. Acquired on various dates between January 1, 2000 and December 31, 2000 pursuant to the Company's 1997 Non-Employee Directors' Fee Plan at prices ranging from $2.93 to $4.43.

10. Acquired on various dates between January 1, 2001 and December 31, 2001 pursuant to the Company's 1997 Non-Employee Directors' Fee Plan at prices ranging from $1.90 to $2.77.

11. Acquired on various dates between January 1, 2002 and December 31, 2002 pursuant to the Company's 1997 Non-Employee Directors' Fee Plan at prices ranging from $1.44 to $2.65.

12. Acquired on January 17th and 18th pursuant to the Company's 1997 Non-Employee Directors' Fee Plan.

13. Represents 22.22% of the shares owned by Philanderer Six, Inc. Mr. Julien is an executive officer, director, and a 22.22% shareholder of Philanderer Six, Inc. On December 23, 2003 the reporting person sold his 22.22% in Philanderer Six, Inc. and received $255,530.00 as consideration for 22.22% of the FARO shares of common stock owned by Philanderer Six, Inc.

	/s/ Martin A. Traber, Attorney-In-Fact for Andre Julien	02/17/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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