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^*

THORN WRAY T

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WJ COMMUNICATIONS INC [ WJCI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/15/2003

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	08/08/1988⁽¹⁾		J⁽⁶⁾		0	A	0	50,033	D⁽²⁾
Common Stock	08/08/1988⁽¹⁾		J⁽⁶⁾		0	A	0	37,021,274	I	see FN⁽³⁾⁽⁴⁾

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)
Stock Option, (right to buy)	0.85	07/15/2003		A		10,000		07/15/2004⁽⁵⁾	07/15/2013	Common Stock	10,000	$0	10,000	D

Explanation of Responses:

1. In the Section 16 Electronic Reporting Frequently Asked Questions released by the SEC on May 1, 2003, the SEC has designated '08/08/1988' as a 'dummy date' until the electronic system is modified. This line reports end of period holdings and 08/08/1988 is not a transaction date related to these securities.

2. The reporting person was awarded direct ownership of these shares in accordance with the WJ Communications, Inc. 2000 Non-Employee Director Stock Compensation Plan, receipt of which has been deferred by the Reporting Person. As of the reporting date, 50,033 direct shares have been awarded to the Reporting Person.

3. The Reporting Person is a Member of Fox Paine Capital, LLC ('Capital LLC') and a director of Fox Paine & Co., LLC ('Company LLC'). Capital LLC is (i) the General Partner of Fox Paine Capital Fund, LP and FPC Investors, LP (collectively, the 'LP's'), each of which is a direct owner of, respectively, 35,080,129 and 520,524 shares of common stock of the Issuer, and (ii) the manager of WJ Coinvestment Fund I, LLC, WJ Coinvestment Fund II, LLC, WJ Coinvestment Fund III, LLC and WJ Coinvestment Fund IV, LLC, which directly own 873,510, 1,276,594, 364,741 and 182,370 shares, respectively. Company LLC is the manager of the LP's. On 4/23/2001, WJ Coinvestment Fund II, LLC transferred 1,276,594 shares to certain individuals in which the Reporting Person has no direct or pecuniary interest. As a result, Capital LLC and Company LLC may in the aggregate be deemed to own beneficially and indirectly 37,021,274 shares.

4. The Reporting Person disclaims beneficial ownership of the Shares except to the extent of his pecuniary interest therein.

5. This option is exercisable in four equal installments beginning on July 15, 2004.

6. There has been no transaction in the holdings for this Reporting Person.

	/s/Joan M. Coffman by Power of Attorney	07/16/2003
	** 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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