SEC FORM 4

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
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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Moschner Matthew

(Last)

(First)

(Middle)

ONE VISION DRIVE

(Street)

NATICK

01760

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COGNEX CORP [ CGNX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2025

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	02/20/2025		M		2,029	A	$0.0	2,029	D
Common Stock	02/20/2025		F⁽¹⁾		704	D	$33.4	1,325	D
Common Stock	02/21/2025		M		2,097	A	$0.0	3,422	D
Common Stock	02/21/2025		F⁽²⁾		710	D	$32.78	2,712	D
Common Stock	02/22/2025		M		1,552	A	$0.0	4,264	D
Common Stock	02/22/2025		F⁽³⁾		452	D	$32.78	3,812	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)	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)
Non-Qualified Stock Option (right to buy)	$32.78	02/21/2025		A		76,924		02/21/2029⁽⁴⁾	02/21/2035	Common Stock	76,924	$0.0	76,924	D
Restricted Stock Unit	$0.0⁽⁵⁾	02/22/2025		M			1,552	02/22/2023⁽⁶⁾	02/22/2025	Common Stock	1,552	$0.0	0	D
Restricted Stock Unit	$0.0⁽⁵⁾	02/21/2025		M			2,097	02/21/2024⁽⁷⁾	02/21/2026	Common Stock	2,097	$0.0	3,495	D
Restricted Stock Unit	$0.0⁽⁵⁾	02/20/2025		M			2,029	02/20/2025⁽⁸⁾	02/20/2027	Common Stock	2,029	$0.0	8,113	D
Non-Qualified Stock Option (right to buy)	$33.04							02/18/2026	02/18/2035	Common Stock	68,823		68,823	D
Non-Qualified Stock Option (right to buy)	$39.44							02/20/2025	02/20/2034	Common Stock	58,260		58,260	D
Non-Qualified Stock Option (right to buy)	$40.71							11/19/2019	11/19/2028	Common Stock	4,000		4,000	D
Non-Qualified Stock Option (right to buy)	$42.84							10/31/2021	10/31/2028	Common Stock	7,000		7,000	D
Non-Qualified Stock Option (right to buy)	$47.21							02/21/2024	02/21/2033	Common Stock	37,832		37,832	D
Non-Qualified Stock Option (right to buy)	$47.95							08/04/2026	08/04/2032	Common Stock	35,639		35,639	D
Non-Qualified Stock Option (right to buy)	$50.01							08/07/2027	08/07/2033	Common Stock	47,962		47,962	D
Non-Qualified Stock Option (right to buy)	$51.49							02/19/2020	02/19/2029	Common Stock	4,000		4,000	D
Non-Qualified Stock Option (right to buy)	$51.97							10/30/2020	10/30/2029	Common Stock	9,000		9,000	D
Non-Qualified Stock Option (right to buy)	$56.44							02/20/2019	02/20/2028	Common Stock	1,600		1,600	D
Non-Qualified Stock Option (right to buy)	$86.38							08/09/2025	08/09/2031	Common Stock	8,426		8,426	D
Restricted Stock Unit	$0.0							08/04/2023	08/04/2025	Common Stock	3,441		3,441	D
Restricted Stock Unit	$0.0							08/07/2024	08/07/2026	Common Stock	7,999		7,999	D
Restricted Stock Unit	$0.0							02/18/2026	02/18/2028	Common Stock	25,424		25,424	D

Explanation of Responses:

1. This disposition represents shares withheld to satisfy tax withholding obligations on the restricted stock units that vested on February 20, 2025 and are reported herein.

2. This disposition represents shares withheld to satisfy tax withholding obligations on the restricted stock units that vested on February 21, 2025 and are reported herein.

3. This disposition represents shares withheld to satisfy tax withholding obligations on the restricted stock units that vested on February 22, 2025 and are reported herein.

4. The options vest approximately 50% on the fourth anniversary of the grant date (February 21, 2025) and 50% on the fifth anniversary of the grant date.

5. Each restricted stock unit represents a contingent right to receive one share of Cognex Corporation common stock.

6. The restricted stock units vest approximately 20%, 30%, and 50% on the first, second, and third anniversaries of the grant date (February 22, 2022), respectively.

7. The restricted stock units vest approximately 20%, 30%, and 50% on the first, second, and third anniversaries of the grant date (February 21, 2023), respectively.

8. The restricted stock units vest approximately 20%, 30%, and 50% on the first, second, and third anniversaries of the grant date (February 20, 2024), respectively.

	Matthew Moschner	02/24/2025
	** 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.

President and COO Moschner Matthew converted options into 5,678 shares and covered exercise/tax liability with 1,866 shares (SEC Form 4)