FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

OLEARY JAMES 		2. Issuer Name and Ticker or Trading Symbol

KAYDON CORP [ KDN ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President, Chairman and CEO
(Last)          (First)          (Middle)

2723 SOUTH STATE STREET, SUITE 300 		3. Date of Earliest Transaction (MM/DD/YYYY)

10/16/2013
(Street)

ANN ARBOR, MI 48104
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock   10/16/2013     A    44371   (1) A $0   (1) 277046   (2) D  
 
Common Stock   10/16/2013     D    149275   D $0   (3) 127771   D  
 
Common Stock   10/16/2013     D    69348   D $0   (4) 58423   D  
 
Common Stock   10/16/2013     F    58423   (5) D $0   (4) 0   D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)   $24.54   10/16/2013     D         75000      (7) 2/20/2023   Common Stock   75000   $10.96   0   D  
 
Stock Option (right to buy)   $24.46   (6) 10/16/2013     D         50000      (7) 2/22/2022   Common Stock   50000   $11.04   0   D  
 
Stock Option (right to buy)   $24.20   (6) 10/16/2013     D         35000      (7) 2/23/2020   Common Stock   35000   $11.30   0   D  
 
Stock Option (right to buy)   $14.93   (6) 10/16/2013     D         30000      (7) 2/19/2019   Common Stock   30000   $20.57   0   D  
 
Stock Option (right to buy)   $31.96   (6) 10/16/2013     D         45000      (7) 2/14/2018   Common Stock   45000   $3.54   0   D  
 
Stock Option (right to buy)   $32.53   (6) 10/16/2013     D         250000      (7) 3/23/2017   Common Stock   250000   $2.97   0   D  
 
Stock Option (right to buy)   $31.09   (6) 10/16/2013     D         3500      (7) 5/12/2016   Common Stock   3500   $4.41   0   D  
 
Stock Option (right to buy)   $16.85   (6) 10/16/2013     D         3500      (7) 5/6/2015   Common Stock   3500   $18.65   0   D  
 

Explanation of Responses:
( 1)  Per the terms of the Agreement and Plan of Merger, dated as of September 5, 2013, by and among Atlas Management, Inc., Dublin Acquisition Sub Inc. and Kaydon Corporation (the "Merger Agreement"), as of the closing of the Offer, a number of shares of Kaydon common stock equal to the target number of the applicable award of Company Performance Shares (as defined in the Merger Agreement) became fully vested and the restrictions thereon lapsed and a number of shares of Kaydon common stock equal to quotient of the accrued but unpaid cash dividends on the target number of Company Performance Shares over $35.50 were issued.
( 2)  Includes (i) 44,371 shares of Kaydon common stock that was issued in respect of a Company Performance Share (as described in footnote (1), above) and (ii) 83,400 shares subject to restrictions and forfeiture.
( 3)  Per the terms of the Merger Agreement and the Offer (as defined in the Merger Agreement), each share of Kaydon common stock was validly tendered for $35.50 per share in cash.
( 4)  Per the terms of the Merger Agreement, (i) each share of Kaydon common stock that was issued in respect of a Company Performance Share (as described in footnote (1), above) and (ii) each unvested share of restricted stock that was outstanding as of the Effective Time (as defined in the Merger Agreement), was cancelled and converted into the right to receive cash in amount equal to $35.50 per share.
( 5)  Represents shares withheld by the Company from (i) shares of Kaydon common stock that were issued in respect of a Company Performance Share (as described in footnote (1), above) and (ii) shares of restricted stock vesting as of the Effective Time to satisfy the reporting person's tax withholding obligations.
( 6)  On February 22, 2012, Kaydon's Board of Directors declared a special cash dividend of $10.50 per share to be paid to shareholders of record as of March 5, 2012 with a payment date of March 26, 2012. As a result of this special cash dividend, the exercise price of previously issued and outstanding stock options was decreased by $10.50.
( 7)  Per the terms of the Merger Agreement, each stock option that was outstanding and unexercised as of the closing of the Offer, whether or not vested, was cancelled and converted into the right to receive cash in amount equal to (i) the total number of shares subject to each such option immediately prior to the closing of the Offer (without regard to vesting) multiplied by (ii) the excess, if any, of (x) $35.50 over (y) the exercise price payable per share under each such stock option.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
OLEARY JAMES
2723 SOUTH STATE STREET
SUITE 300
ANN ARBOR, MI 48104 		X
President, Chairman and CEO

Signatures
/s/ James O'Leary, by Debra K. Crane, attorney-in-fact 10/18/2013
** 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.
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