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 *

DEMOREST ROBERT L 		2. Issuer Name and Ticker or Trading Symbol

MOCON INC [ MOCO ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

C/O MOCON, INC., 7500 MENDELSSOHN AVENUE N. 		3. Date of Earliest Transaction (MM/DD/YYYY)

6/22/2017
(Street)

MINNEAPOLIS, MN 55428
(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   6/22/2017     D    242473   D $30   (1) 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
Non-Qualified Employee Stock Option (right to buy)   $12.96   6/22/2017     D         5284      (2) 12/30/2017   Common Stock   5284   $17.04   0   D    
Non-Qualified Employee Stock Option (right to buy)   $16   6/22/2017     D         6750      (3) 12/29/2018   Common Stock   6750   $14   0   D    
Non-Qualified Employee Stock Option (right to buy)   $14.4   6/22/2017     D         6056      (4) 12/30/2019   Common Stock   6056   $15.6   0   D    
Non-Qualified Employee Stock Option (right to buy)   $15.86   6/22/2017     D         13695      (5) 12/30/2020   Common Stock   13695   $14.14   0   D    
Incentive Employee Stock Option (right to buy)   $17.4   6/22/2017     D         9253      (6) 12/21/2021   Common Stock   9253   $12.6   0   D    
Non-Qualified Employee Stock Option (right to buy)   $14.38   6/22/2017     D         67657      (7) 12/29/2022   Common Stock   67657   $15.62   0   D    
Non-Qualified Employee Stock Option (right to buy)   $19   6/22/2017     D         44737      (8) 12/27/2023   Common Stock   44737   $11   0   D    
Incentive Employee Stock Option (right to buy)   $19   6/22/2017     D         5263      (9) 12/27/2023   Common Stock   5263   $11   0   D    

Explanation of Responses:
(1)  Disposed of pursuant to the Agreement and Plan of Merger, dated as of April 16, 2017, by and among AMETEK, Inc., AMETEK Atom, Inc. and MOCON, Inc.
(2)  This fully vested option was canceled in the merger in exchange for a cash payment of $90,039.36 representing the excess of $30.00 over the exercise price per share of such option, less any required tax withholding.
(3)  This fully vested option was canceled in the merger in exchange for a cash payment of $94,500.00 representing the excess of $30.00 over the exercise price per share of such option, less any required tax withholding.
(4)  This fully vested option was canceled in the merger in exchange for a cash payment of $94,474.21 representing the excess of $30.00 over the exercise price per share of such option, less any required tax withholding.
(5)  This fully vested option was canceled in the merger in exchange for a cash payment of $193,647.30 representing the excess of $30.00 over the exercise price per share of such option, less any required tax withholding.
(6)  This fully vested option was canceled in the merger in exchange for a cash payment of $116,587.80 representing the excess of $30.00 over the exercise price per share of such option, less any required tax withholding.
(7)  This fully vested option was canceled in the merger in exchange for a cash payment of $1,056,802.34 representing the excess of $30.00 over the exercise price per share of such option, less any required tax withholding.
(8)  This option, which becomes exercisable on December 31, 2017, was canceled in the merger in exchange for a cash payment of $492,107.00 representing the excess of $30.00 over the exercise price per share of such option, less any required tax withholding.
(9)  This option, which becomes exercisable on December 31, 2017, was canceled in the merger in exchange for a cash payment of $57,893.00 representing the excess of $30.00 over the exercise price per share of such option, less any required tax withholding.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
DEMOREST ROBERT L
C/O MOCON, INC.
7500 MENDELSSOHN AVENUE N.
MINNEAPOLIS, MN 55428 		X
Chairman, President and CEO

Signatures
/s/ Elissa Lindsoe, attorney-in-fact 6/26/2017
** 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 control number.
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