SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

COOPER BRIAN S

(Last)

(First)

(Middle)

750 NORTH COMMONS DRIVE

(Street)

AURORA

60504

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WESTELL TECHNOLOGIES INC [ WSTL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
04/13/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	04/13/2010		A		105,000⁽¹⁾⁽²⁾	A	$0	105,000	D

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance-based Restricted Stock Units	⁽³⁾	04/13/2010		A		105,000⁽²⁾⁽³⁾		⁽³⁾	⁽³⁾	Class A Common Stock	105,000⁽³⁾	$0	105,000⁽³⁾	D

Explanation of Responses:

1. On April 13, 2010, the Compensation Committee approved an award of restricted stock units pursuant to the 2004 Stock Incentive Plan. The restricted stock units vest 25% annually beginning on April 1, 2011 and for each of the following three years concluding on April 1, 2014. The restricted stock units convert on a 1-for-1 basis into Class A Common Stock.

2. This award is subject to approval by stockholders at the next Annual Meeting of Stockholders.

3. On April 13, 2010, the Compensation Committee approved a performance-based award of restricted stock units pursuant to the 2004 Stock Incentive Plan. The reported amount is the target award (which assuming performance at the target level would convert on a 1-for-1 basis into Class A Common Stock). The actual number of shares of Class A Common Stock earned can vary from 0% to 140% of the target award based on fiscal year 2011 performance. The award is also subject to further time-based vesting restrictions with 25% of the actual shares earned vesting upon determination of fiscal year 2011 financial performance with the remaining 75% vesting in equal installments annually beginning on April 1, 2012 and for each of the following two years concluding on April 1, 2014.

	/s/ Brian S. Cooper	04/14/2010
	** 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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