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^*

Allexandre Chris

(Last)

(First)

(Middle)

C/O CORP SEC'Y, FAIRCHILD SEMICONDUCTOR

82 RUNNING HILL ROAD

(Street)

SOUTH PORTLAND

04106

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FAIRCHILD SEMICONDUCTOR INTERNATIONAL INC [ FCS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2015

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)
Common Stock, par value $.01 per share	03/03/2015		M		6,250	A	$0	6,250	D
Common Stock, par value $.01 per share	03/03/2015		M		9,250	A	$0	15,500	D
Common Stock, par value $.01 per share	03/03/2015		F		5,814	D	$17.48	9,686	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)
Restricted Stock Unit	⁽¹⁾	03/03/2015		M			6,250	⁽²⁾	⁽²⁾	Common Stock, par value $.01 per share	6,250	$0	18,750	D
Performance Unit	⁽¹⁾	03/03/2015		M			9,250⁽³⁾	⁽⁴⁾	⁽⁴⁾	Common Stock, par value $.01 per share	9,250	$0	18,500⁽³⁾	D
Restricted Stock Unit	⁽¹⁾	03/03/2015		A		25,000		⁽²⁾	⁽²⁾	Common Stock, par value $.01 per share	25,000	$0	25,000	D
Performance Unit	⁽¹⁾	03/03/2015		A		12,500		⁽⁴⁾	⁽⁴⁾	Common Stock, par value $.01 per share	12,500	$0	12,500	D
Performance Unit	⁽¹⁾	03/03/2015		A		12,500⁽⁵⁾		⁽⁴⁾	⁽⁴⁾	Common Stock, par value $.01 per share	12,500	$0	12,500⁽⁵⁾	D

Explanation of Responses:

1. This footnote is inserted only to meet technical requirements of the SEC. Restricted Stock Units and Performance Units cannot be assigned an exercise price.

2. Restricted Stock Units vest in 25% increments on each of the first four anniversaries of the date of grant, or earlier upon certain events. Vested Restricted Stock Units result in the delivery of one share per unit promptly following the vesting date.

3. Reported number of units disposed of, and reported balance following this transaction, each reflect the respective number of performance units granted as a result of the performance goal attained for the measurement period.

4. Reported number of Performance Units granted assumes achievement of 100% performance target. Actual number of units awarded will be between 0% and 150% of the reported number, depending on the extent to which issuer achieves financial performance goals established for the applicable measurement period. If issuer achieves maximum performance target or higher, reporting person will receive 150% times the reported number. If issuer fails to achieve minimum performance target, all Performance Units will be forfeited. Performance Units vest in the following increments, or earlier upon certain events: 33% on the first anniversary of the grant date; 33% on the second anniversary of the grant date and 34% on the third anniversary of the grant date. Performance Units have no expiration date. Vested Performance Units result in delivery of the underlying shares of common stock promptly following the vesting date.

5. On March 3, 2015, the reporting person was awarded a target number of performance units pursuant to a Total Stockholder Return Performance Unit Grant Agreement. The award will vest on March 3, 2018, for a percentage (0% to 150%) of the performance units awarded based upon the Issuer's total stockholder return compared to the total stockholder return of the PHLX Semiconductor Sector Index (XSOX) over the three annual performance periods comprising the three-year period beginning December 29, 2014 and ending December 24, 2017.

Remarks:

	/s/ Paul D. Delva [Attorney-in-fact]	03/04/2015
	** 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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