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- Statement of Changes in Beneficial Ownership (4)

Date : 05/29/2012 @ 7:12PM
Source : Edgar (US Regulatory)
Stock : Atmel Corp. (MM) (ATML)
Quote : 7.925  0.195 (2.52%) @ 8:10PM
Atmel Corp. (MM) share price Chart

- Statement of Changes in Beneficial Ownership (4)

FORM 4
[ ] 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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Samath Jamie
2. Issuer Name and Ticker or Trading Symbol

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

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
VP & Corporate Controller
(Last)          (First)          (Middle)

1600 TECHNOLOGY DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

5/24/2012
(Street)

SAN JOSE, CA 95110
(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   5/24/2012     A    15000   (1) A $0.00   95000   D    
Common Stock   5/24/2012     A    15000   (2) A $0.00   110000   D    
Common Stock   5/24/2012     A    15000   (3) A $0.00   125000   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

Explanation of Responses:
( 1)  These shares are restricted stock units (RSUs), whereby each RSU represents a contingent right to receive one share of the Issuer's Common Stock. The RSUs will vest as to 12.5% of the total on November 15, 2012 and the remainder will vest in equal quarterly installments thereafter, on the 15th of each February, May, August and November, such that 100% of these shares will be fully vested on August 15, 2016.
( 2)  These shares are RSUs, whereby each RSU represents a contingent right to receive one share of the Issuer's Common Stock. The RSUs will vest as to 20% of the total on November 15, 2013, 30% of the total on November 15, 2014, and 50% of the total on November 15, 2015.
( 3)  These shares are RSUs, whereby each RSU represents a contingent right to receive one share of the Issuer's Common Stock, and will vest upon the achievement of certain performance goals and time-based vesting requirements.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Samath Jamie
1600 TECHNOLOGY DRIVE
SAN JOSE, CA 95110


VP & Corporate Controller

Signatures
/s/ Steven Ruskin, Attorney-in-fact for Jamie E. Samath 5/29/2012
** 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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