COGNEX CORP
SC 13G/A, 1997-02-14
INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934


                                   (Amendment)





                               COGNEX CORPORATION
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                   192422103
                                 (CUSIP Number)

    Check the following box if a fee is being paid with this statement |_|.




<PAGE>
1    NAME OF REPORTING PERSON S.S. OR I.R.S.  IDENTIFICATION NO. OF ABOVE PERSON
     Robert J. Shillman

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X|

3    SEC USE ONLY



4    CITIZENSHIP OR PLACE OF ORGANIZATION U.S.


         NUMBER OF              5      SOLE VOTING POWER
          SHARES                       4,145,352
       BENEFICIALLY
         OWNED BY
           EACH
         REPORTING
          PERSON
                                6      SHARED VOTING POWER
                                       0

                                7      SOLE DISPOSITIVE POWER
                                       4,145,352

                                8      SHARED DISPOSITIVE POWER



9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,145,352

10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
     17.7%

12   TYPE OF REPORTING PERSON*
     IN
<PAGE>
Item 1.
(a)    COGNEX CORPORATION

(b)  One Vision Drive, Natick, MA 01760-2059


Item 2.
(a) Robert J. Shillman

(b)  c/o Cognex Corporation, One Vision Drive, Natick, MA 01760-2059

(c)  US

(d)  Common Stock

(e)  1924222103


Item 3. If this  statement  is filed  pursuant to Rules  13d-1(b),  or 13d-2(b),
check whether the person filing is a:

(a)  |_|Broker or Dealer registered under Section 15 of the Act

(b)  |_| Bank as defined in section 3(a)(6) of the Act

(c)  |_| Insurance Company as defined in section 3(a)(19) of the Act

(d)  |_| Investment Company registered under section 8 of the Investment Company
     Act

(e)  |_|  Investment  Adviser  registered  under  section 203 of the  Investment
     Advisers Act of 1940

(f)  |_|Employee   Benefit  Plan,  Pension  Fund  Endowment  Fund;  see  Section
     240.13d-1(b)(1)(ii)(F)

(g)  |_|    Parent    Holding    Company,    in    accordance    with    Section
     240.13d-1(b)(1)(ii)(G)

(h)  |_| Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)

Item 4.    Ownership.

(a)  Amount Beneficially Owned: 7,145,552 - Mr. Shillman directly owns 3,961,352
     of such shares,  directly owns options  exercisable as of December 31, 1996
     or exercisable  within sixty days of December 31, 1996 to purchase  184,000
     of such  shares  and is the  beneficiary  of the  Robert J.  Shillman  1990
     Irrevocable  Trust, which holds 3,000,000 of such shares. Mr. Shillman does
     not have sole or shared  voting power or sole or shared  dispositive  power
     with respect to the shares held by the 1990 Irrevocable Trust, but has only
     a pecuniary interest in such shares.

(b)  Percent of Class:  17.5% - Mr. Shillman  directly owns 9% of such class,
     directly  owns options which are, as of December 31, 1996,  exercisable  or
     exercisable  within  sixty days to  purchase  .5% of such class and is the
     beneficiary  of the Robert J.  Shillman 1990  Irrevocable  Trust which owns
     7.4% of such class.

(c)  Number of shares as to which such person has:

(i)  sole power to vote or to direct the vote: 4,145,352
<PAGE>
(ii) shared power to vote or to direct the vote:

(iii) sole power to dispose or to direct the disposition of: 4,145,352

(iv) shared power to dispose or to direct the disposition of:


Item 5.    Ownership of Five Percent or Less of a Class.

           N/A

Item 6.    Ownership of More Than Five Percent on Behalf of Another Person.

           N/A

Item       7. Identification and Classification of the Subsidiary which Acquired
           the Security Being Reported on By the Parent Holding Company.

           N/A

Item 8.     Identification and Classification of Members of the Group.

           N/A

Item 9.     Notice of Dissolution of Group.

           N/A

Item 10.    Certification.

           N/A

                                   Signature.

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.



                                                   /s/Robert J. Shillman
                                                     Robert J. Shillman


Dated: February 13, 1997


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