SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Kennedy Jonathan

(Last)

(First)

(Middle)

INTERSIL CORPORATION

1001 MURPHY RANCH ROAD

(Street)

MILPITAS

95035

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/03/2008

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	959	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	07/01/2008	07/01/2011	Common Stock	1,250	$19.3	D
Stock Option (right to buy)	12/23/2008	12/23/2011	Common Stock	1,250	$15.91	D
Stock Option (right to buy)	04/01/2006	04/01/2012	Common Stock	782⁽¹⁾	$17.08	D
Stock Option (right to buy)	04/01/2006	04/01/2012	Common Stock	3,125⁽²⁾	$17.08	D
Stock Option (right to buy)	04/01/2006	07/01/2012	Common Stock	1,094⁽¹⁾	$19	D
Stock Option (right to buy)	04/01/2006	10/03/2012	Common Stock	1,094⁽¹⁾	$22.06	D
Stock Option (right to buy)	04/01/2006	01/03/2013	Common Stock	2,500⁽¹⁾	$25.35	D
Stock Option (right to buy)	04/02/2008	04/02/2014	Common Stock	2,400⁽²⁾	$26.77	D
Stock Option (right to buy)	04/01/2009	04/01/2015	Common Stock	4,000⁽²⁾	$26.42	D
Stock Option (right to buy)	04/03/2007	04/03/2013	Common Stock	10,000⁽²⁾	$29.3	D
Restricted Stock Units	04/02/2009	04/02/2011	Common Stock⁽³⁾	900⁽⁴⁾	$0	D
Restricted Stock Units	04/01/2009	04/01/2012	Common Stock⁽³⁾	2,000⁽⁵⁾	$0	D
Restricted Stock Units	11/01/2009	11/01/2010	Common Stock⁽³⁾	1,000⁽⁶⁾	$0	D
Restricted Stock Units	07/01/2009	07/01/2012	Common Stock⁽³⁾	3,000⁽⁵⁾	$0	D

Explanation of Responses:

1. Reporting person received a stock option grant for 2,500 shares to be issued quarterly at 625 shares per quarter and priced at the fair market value of Intersil's Common Stock as reported on Nasdaq at the close of market on the first trading day of each quarter. Quarterly grants were issued on 04/1/05, 07/1/05, 10/3/05 and 1/3/06. Each quarterly grant vested 25% on 4/1/06 and then quarterly thereafter with each quarterly issuance becoming fully vested on 4/1/09.

2. This option shall become exercisable as it vests. Options outstanding vest over a 4 year period with 25% of the options becoming exercisable upon the first anniversary of the date of grant with remaining options vesting at 6.25% per quarter thereafter.

3. Reflects the receipt of Common Stock upon the vesting of Restricted Stock Units. Each Restricted Stock Unit has the economic equivalent of one share of Intersil Common Stock.

4. This award of Restricted Stock Units (RSUs) vests 25% annually on the award date and becomes fully vested 4 years from the date of award. On 04/2/08, 25% of this award became vested and was released.

5. This award of Restricted Stock Units (RSUs) vests 25% annually on the award date and becomes fully vested 4 years from the date of award.

6. This award of Restricted Stock Units (RSUs) vests 25% annually on the award date and becomes fully vested 4 years from the date of award. On 11/1/07 and 11/1/08, 25% of this award (50% total) became vested and was released.

	Jonathan Kennedy	12/12/2008
	** 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 5 (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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