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^*

HARDMAN SUSAN J

(Last)

(First)

(Middle)

C/O INTERSIL CORPORATION

1001 MURPHY RANCH ROAD

(Street)

MILPITAS

95035

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INTERSIL CORP/DE [ ISIL ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, AMS Products Group

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2011

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)
Common Stock								41,020.29⁽¹⁾	D
Common Stock	04/01/2011		S		2,667.74⁽²⁾	D	$12.4867	38,352.55⁽³⁾	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)
Deferred Stock Units	$0	04/01/2011		M		22,500		04/01/2012⁽⁴⁾	04/01/2015	Common Stock	22,500	$0	22,500	D
Stock Options	$12.35	04/01/2011		M		67,500		04/01/2012⁽⁵⁾	04/01/2018	Common Stock	67,500	$12.35	67,500	D
Performance-based Deferred Stock Units⁽⁶⁾	$0	04/01/2011		M		22,267		04/01/2013⁽⁷⁾	04/01/2014	Common Stock	22,267⁽⁸⁾	$0	22,267⁽⁸⁾	D
Performance-based Stock Options⁽⁶⁾	$12.35	04/01/2011		M		66,802		04/01/2013⁽⁷⁾	04/01/2018	Common Stock	66,802⁽⁸⁾	$12.35	66,802⁽⁸⁾	D

Explanation of Responses:

1. Includes a total of 2667.74 shares of Intersil Common Stock that was purchased on March 31, 2011 on behalf of recipient (1401.73 shares) and recipient's spouse (1266.01 shares) through participation in the Company's Employee Stock Purchase Plan.

2. A total of 2,667.74 shares were sold automatically on April 1, 2011 in compliance with Intersil's Employee Stock Purchase Plan "Quick Sale" Program in which recipient and her spouse both participate.

3. The number of shares beneficially owned includes 10225.61 shares of Intersil Common Stock held by recipient's spouse.

4. Deferred Stock Units will vest at a rate of 25% annually on each anniversary date of the grant.

5. Stock options will vest and become exercisable over a 4-year period as follows: 25% on the first anniversary of the grant date and then quarterly at a rate of 6.25% per quarter for twelve (12) quarters.

6. This grant has been issued under the Company's Market Stock Units Program ("MSU Program"), a performance-based equity program as described in the Company's Form 8-K filing dated March 11, 2011.

7. Dependent upon the Company's performance, 50% of the grant will become vested on April 1, 2013 and 50% will become vested on April 1, 2014.

8. Under the MSU Program, depending on the Company's performance, the minimum amount payable to recipient upon vesting is zero and the maximmum amount payable upon vesting is 150% of the recipient's equity grant.

Remarks:

	Debbie Ceraolo-Johnson by Power of Attorney	04/05/2011
	** 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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