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 N 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)
05/18/2011

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	05/18/2011		M		105,000⁽¹⁾⁽²⁾	A	$0	363,779	D
Class A Common Stock	05/18/2011		A		42,000⁽²⁾⁽³⁾	A	$0	405,779	D
Class A Common Stock	05/18/2011		F		11,557⁽⁴⁾	D	$3.585	394,222	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	$0⁽¹⁾	05/18/2011		M⁽¹⁾			105,000⁽¹⁾⁽²⁾	⁽¹⁾	⁽¹⁾	Class A Common Stock	105,000⁽¹⁾⁽²⁾	$0	0	D

Explanation of Responses:

1. On April 13, 2010, the reporting person was granted a performance-based award (PSA) of restricted stock units. The actual number of shares of Class A Common Stock earned could vary from 0% to 140% of the target award based on fiscal year 2011 performance. Based on fiscal 2011 performance, the number of shares earned equaled 140% of the target award. The amount shown above represents the number of shares earned at the target performance level, which converted on a 1-for-1 basis into Class A Common Stock.

2. The award is also subject to further time-based vesting restrictions with 25% of the actual shares earned vesting on May 18, 2011 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.

3. The amount shown above represents shares earned pursuant to the PSA in excess of the target level as a result of fiscal 2011 financial performance.

4. Withholding of shares to satisfy statutory tax withholding obligations on vesting of the PSA.

	/s/ Brian S. Cooper	05/19/2011
	** 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).
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