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 *
Willett Robert
2. Issuer Name and Ticker or Trading Symbol
COGNEX CORP [CGNX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO & President
(Last)
(First)
(Middle)

ONE VISION DRIVE
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2023
(Street)


NATICK, MA 01760
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 02/16/2022   G(1) 3,161 D $ 0 0 D  
Common Stock 02/16/2023   G(1) 4,742 D $ 0 0 D  
Common Stock 02/16/2022   G(1) 3,161 A $ 0 3,161 I by Trust (2)
Common Stock 02/16/2023   G(1) 4,742 A $ 0 7,903 I by Trust (2)

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
Non-Qualified Stock Option (right to buy) $ 38.39           02/21/2018 02/21/2027 Common Stock
180,000
  180,000
D
 
Non-Qualified Stock Option (right to buy) $ 47.21           02/21/2024 02/21/2033 Common Stock
233,484
  233,484
D
 
Non-Qualified Stock Option (right to buy) $ 50.94           02/18/2021 02/18/2030 Common Stock
180,000
  180,000
D
 
Non-Qualified Stock Option (right to buy) $ 51.49           02/19/2020 02/19/2029 Common Stock
180,000
  180,000
D
 
Non-Qualified Stock Option (right to buy) $ 56.44           02/20/2019 02/20/2028 Common Stock
90,000
  90,000
D
 
Non-Qualified Stock Option (right to buy) $ 64.43           02/22/2023 02/22/2032 Common Stock
185,254
  185,254
D
 
Non-Qualified Stock Option (right to buy) $ 90.5           02/16/2022 02/16/2031 Common Stock
123,521
  123,521
D
 
Restricted Stock Unit $ 0           02/16/2022 02/16/2024 Common Stock
11,304
  11,304
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Willett Robert
ONE VISION DRIVE
NATICK, MA 01760
  X     CEO & President  

Signatures

Robert Willett 03/11/2024
**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) The reported transaction involved the reporting person's transfer of shares of common stock of the issuer to Willett Parkhill Investment Trust dated August 2, 2010, of which the reporting person is a trustee and beneficiary.
(2) The reporting person is a trustee and beneficiary of Willett Parkhill Investment Trust dated August 2, 2010. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

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