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*
THOMPSON RICHARD J
(Last) (First) (Middle)
740 CALLE PLANO
(Street)
CAMARILLO CA 93012
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Director, President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
07/25/2013
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)
Code V Amount (A) or (D) Price
Common Stock 07/25/2013 D 1,460,997(1) D $6.35 0 D
Common Stock 07/25/2013 D 288,466 D $6.35 0 I By Grat(2)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option $2.38 07/25/2013 D 500,000 02/18/2012(3) 02/18/2018 Common Stock 500,000 $3.97 0 D
Non-Qualified Stock Option $2.38 07/25/2013 D 250,000 02/18/2012(4) 02/18/2018 Common Stock 250,000 $3.97 0 D
Non-Qualified Stock Option $4.265 07/25/2013 D 467,000 (5) 04/30/2022 Common Stock 467,000 $2.085 0 D
Non-Qualified Stock Option $7.54 07/25/2013 D 300,000 (6) 06/01/2020 Common Stock 300,000 (6) 0 D
Non-Qualified Stock Option $8.08 07/25/2013 D 339,000 (7) 05/03/2021 Common Stock 339,000 (7) 0 D
Explanation of Responses:
1. Reflects 284,279 shares of restricted stock units ("RSUs") granted to the reporting person. Such RSUs can be settled for the Issuer's common stock, par value $0.001 ("Common Stock") underlying such option, and vested immediately prior to the effective time of the merger of Verdi Acquisition Corporation, an indirect wholly owned subsidiary of ABB Ltd ("ABB"), with and into Issuer, with Issuer continuing as the surviving corporation (the "Merger") pursuant to the merger agreement by and among the foregoing entities (the "Merger Agreement").
2. The reporting person contributed these shares to a grantor retained annuity trust for the benefit of the reporting person.
3. This option was canceled in the Merger in exchange for a cash payment of $1,985,000.00, representing the difference between the exercise price of the option and the merger consideration paid for the Common Stock underlying such option.
4. This option was canceled in the Merger in exchange for a cash payment of $992,500.00, representing the difference between the exercise price of the option and the merger consideration paid for the Common Stock underlying such option.
5. This option, which provided for vesting in three equal annual installments beginning on April 30, 2013, was canceled in the Merger in exchange for a cash payment of $973,695.00, representing the difference between the exercise price of the option and the merger consideration paid for the Common Stock underlying such option.
6. This option, which provided for vesting in four equal installments beginning on June 1, 2011, was assumed by ABB in the Merger and replaced with an option to purchase 83,982 shares of ABB American Depositary Shares ("ADSs") for $26.94 per ADS.
7. This option, which provided for vesting in three equal annual installments beginning on May 3, 2012, was assumed by ABB in the Merger and replaced with an option to purchase 94,900 ADSs for $28.87 per ADS.
/s/ Tina D. McKnight, by power of attorney for Richard J. Thompson 07/29/2013
** 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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