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^*

CHAN SHIU LEUNG

(Last)

(First)

(Middle)

48401 FREMONT BOULEVARD

(Street)

FREMONT

94538

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ESS TECHNOLOGY INC [ ESST ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2005

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⁽¹⁾⁽²⁾	02/09/2005		J		1,000,000	D	$0.00⁽¹⁾⁽²⁾⁽³⁾	0	I	by Spouse
Common Stock								3,248,677	I	The Annie M.H. Chan Living 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)
Prepaid Variable Forward Contract (right to sell)	$0.00	02/09/2005		J⁽¹⁾⁽²⁾			1,000,000	02/09/2005	02/09/2005	Common Stock	1,000,000	$0.00⁽³⁾	0	I	by Spouse

Explanation of Responses:

1. Annie M.H. Chan is the spouse of this reporting owner (A. Chan). 1,000,000 shares subject to A.Chan's 12/5/2001 forward purchase contract (the "VDF") were settled on 2/9/2005 in accordance with the terms of the VDF. A summary of the terms are set forth in Footnote 2.

2. On 12/5/2001 A. Chan entered into the VDF with a securities brokerage firm relating to up to 1,000,000 shares (Contract Amount) of ESST common stock (CS). The VDF provided that on 2/9/2005 A.Chan would deliver a number of shares of CS (or at the option of A.Chan, the cash equivalent of such shares) based on the following: (a) if closing price of the CS on 2/4/2005 (Settlement Value)was less than or equal to $20.312 (Floor Price), then A.Chan would deliver the Contract Amount; (b) if Settlement Value was greater than the Floor Price but less than or equal to $28.437 (Threshold Price), then A.Chan would deliver a number of shares equal to Contract Amount x (Floor Price/Settlement Value); and (c) if Settlement Value was greater than Threshold Price, then A.Chan would deliver a number of shares equal to Contract Amount - Contract Amount x (Threshold Price?Floor Price)/Settlement Value. In consideration therefore, A.Chan received a purchase price of $16,656,000.

3. $0.00 has been inserted to satisfy the requirements to submit this form via the EDGAR system.

Remarks:

	/s/ JAMES B. BOYD, Attorney-in-Fact for Shiu Leung (Fred) Chan	02/11/2005
	** 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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