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^*

STEPHENS WILTON R JR

(Last)

(First)

(Middle)

111 CENTER STREET

(Street)

LITTLE ROCK

72201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
POWER ONE INC [ PWER ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2003

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	05/20/2003		J⁽¹⁾		144,770	A	$0⁽¹⁾	1,409,957⁽²⁾	I	By LLC
Common Stock	07/22/2003		J⁽¹⁾		86,862	A	$0⁽¹⁾	1,496,819⁽²⁾	I	By LLC
Common Stock	02/27/2004		J⁽¹⁾		188,954	A	$0⁽¹⁾	1,685,773⁽²⁾	I	By LLC
Common Stock	07/23/2004		P		70,000⁽³⁾	A	$8.6646	100,000	I	By W.R. Stephens, Jr. Family Trust
Common Stock								62,100	D
Common Stock								21,000	I	By Arden Jewell Stephens Trust
Common Stock								21,000	I	By W.R. Stephens, III Trust
Common Stock								1,600	I	By spouse
Common Stock								22,100	I	By Pamela Diane Stephens Trust One
Common Stock								1,055,301⁽⁴⁾	I	By voting trust
Common Stock								33,700	I	By W.R. Stephens, Jr. Children's Trust

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)

Explanation of Responses:

1. Shares distributed by Power-One, Inc. to former shareholders of di/dt, Inc. Series A and Series B Preferred Stock pursuant to earnout provision of the merger agreement between Power-One, Inc. and di/dt, Inc.

2. Reflects the recalculation and reduction by 273 shares of the number of shares initially received by the LLC pursuant to the exchange of di/dt, Inc. Series A and Series B Preferred Stock for Power-One, Inc. common stock in connection with the merger agreement between Power-One, Inc. and di/dt, Inc. Reporting person disclaims beneficial ownership of the reported securities except to the extent of reporting person's pecuniary interest therein.

3. Represents purchase of shares by W.R. Stephens, Jr. Family Trust.

4. Includes 524,789 shares beneficially owned by reporting person's revocable trust and 530,512 shares owned by Pamela Diane Stephens Trust One. Reporting person is a trustee of both trusts.

Remarks:

	Todd Ferguson, attorney in fact for reporting person	07/27/2004
	** 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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