Ownership Submission
FORM 5
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
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT 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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1. Name and Address of Reporting Person *
KLEIN CHARLES D
2. Issuer Name and Ticker or Trading Symbol
AMETEK INC/ [AME]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

AMERICAN SECURITIES LLC, 299 PARK AVENUE, 34TH FLOOR
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2015
(Street)


NEW YORK, NY 10171
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
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)
Amount (A) or (D) Price
Common Stock 12/23/2015   G 10,000 A $ 0 17,000 I By Trust (1)
Common Stock 12/23/2015   G 10,000 D $ 0 144,411 D  
Common Stock 10/05/2015   G 1,000 D $ 0 144,411 D  

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 2270 (9-02)

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 Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $ 14.5378             (2) 04/22/2016 Common Stock
8,820
  8,820
D
 
Stock Option $ 19.5867             (3) 04/28/2017 Common Stock
7,582
  7,582
D
 
Stock Option $ 29.8267             (4) 05/02/2018 Common Stock
4,050
  4,050
D
 
Stock Option $ 34.0467             (5) 04/30/2019 Common Stock
4,725
  4,725
D
 
Stock Option $ 30.74             (6) 07/25/2019 Common Stock
1,570
  1,570
D
 
Stock Option $ 41.74             (7) 05/07/2020 Common Stock
5,190
  5,190
D
 
Stock Option $ 53.13             (8) 05/07/2021 Common Stock
3,740
  3,740
D
 
Stock Option $ 52.27             (9) 05/05/2022 Common Stock
5,160
  5,160
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KLEIN CHARLES D
AMERICAN SECURITIES LLC
299 PARK AVENUE, 34TH FLOOR
NEW YORK, NY 10171
  X      

Signatures

/s/Kathryn E. Sena, attorney-in-fact for Mr. Klein 01/04/2016
**Signature of Reporting Person Date

Explanation of Responses:

* 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) This trust is a charitable remainder trust of which the reporting person and his spouse are two of the co-trustees and of which his wife is a beneficiary. The reporting person continues to report beneficial ownership of all of the AMETEK Common Stock held by the trust but disclaims beneficial ownership except to the extent of his wife's pecuniary interest therein.
(2) The stock options will become exercisable in four equal annual installments beginning on April 23, 2010.
(3) The stock options will become exercisable in four equal annual installments beginning on April 29, 2011.
(4) The stock options will become exercisable in four equal installments beginning on May 3, 2012.
(5) The stock options will become exercisable in four equal installments beginning on May 1, 2013.
(6) The stock options will become exercisable in four equal annual installments beginning on July 26, 2013.
(7) The stock options will become exercisable in four equal annual installments beginning on May 8, 2014.
(8) The stock options will become exercisable in four equal annual installments beginning on May 8, 2015.
(9) The stock options will become exercisable in four equal annual installments beginning on May 6, 2016.

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