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*
SADASIVAM CHANDRASEKHAR
(Last) (First) (Middle)
C/O MEMC ELECTRONIC MATERIALS, INC.
P.O. BOX 8
(Street)
ST. PETERS, MO 63376
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MEMC ELECTRONIC MATERIALS INC [ WFR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP R&D
3. Date of Earliest Transaction (Month/Day/Year)
02/29/2008
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
MEMC Common Stock 02/29/2008 M 12,500 A $7.9 12,500 D
MEMC Common Stock 02/29/2008 S(1) 12,500 D $76.57(1) 0 D
MEMC Common Stock 02/29/2008 M 4,000 A $11.74 4,000 D
MEMC Common Stock 02/29/2008 S(2) 4,000 D $76.6(2) 0 D
MEMC Common Stock 02/29/2008 M 7,500 A $10.85 7,500 D
MEMC Common Stock 02/29/2008 S 7,500 D $76.6 0 D
MEMC Common Stock 02/29/2008 M 3,025 A $8.09 3,025 D
MEMC Common Stock 02/29/2008 S 3,025 D $76.6 0 D
MEMC Common Stock 02/29/2008 M 12,500 A $9.43 12,500 D
MEMC Common Stock 02/29/2008 S 12,500 D $76.6 0 D
MEMC Common Stock 02/29/2008 M 12,500 A $11.63 12,500 D
MEMC Common Stock 02/29/2008 S 12,500 D $76.6 0 D
MEMC Common Stock 02/29/2008 M 10,000 A $17.65 10,000 D
MEMC Common Stock 02/29/2008 S(3) 10,000 D $76.65(3) 0 D
MEMC Common Stock 02/29/2008 M 9,150 A $25.66 9,150 D
MEMC Common Stock 02/29/2008 S 9,150 D $76.65 0 D
MEMC Common Stock 02/29/2008 M 3,100 A $29.73 3,100 D
MEMC Common Stock 02/29/2008 S 3,100 D $76.65 0 D
MEMC Common Stock 02/29/2008 M 5,000 A $45.7 5,000 D
MEMC Common Stock 02/29/2008 S(4) 5,000 D $76.66(4) 0 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $7.9 02/29/2008 M 12,500 (5) 01/24/2013 Common Stock 12,500 (5) 0 D
Employee Stock Option (Right to Buy) $11.74 02/29/2008 M 4,000 (6) 07/25/2013 Common Stock 4,000 (6) 0 D
Employee Stock Option (Right to Buy) $10.85 02/29/2008 M 7,500 (7) 01/26/2014 Common Stock 7,500 (7) 0 D
Employee Stock Option (Right to Buy) $8.09 02/29/2008 M 3,025 (8) 07/26/2014 Common Stock 3,025 (8) 3,025 D
Employee Stock Option (Right to Buy) $9.43 02/29/2008 M 12,500 (9) 10/27/2014 Common Stock 12,500 (9) 6,250 D
Employee Stock Option (Right to Buy) $11.63 02/29/2008 M 12,500 (10) 02/16/2015 Common Stock 12,500 (10) 6,250 D
Employee Stock Option (Right to Buy) $17.65 02/29/2008 M 10,000 (11) 07/26/2015 Common Stock 10,000 (11) 20,000 D
Employee Stock Option (Right to Buy) $25.66 02/29/2008 M 9,150 (12) 01/25/2016 Common Stock 9,150 (12) 9,150 D
Employee Stock Option (Right to Buy) $29.73 02/29/2008 M 3,100 (13) 07/25/2016 Common Stock 3,100 (13) 9,300 D
Employee Stock Option (Right to Buy) $45.7 02/29/2008 M 5,000 (14) 01/24/2017 Common Stock 5,000 (14) 15,000 D
Explanation of Responses:
1. The sales were effected in multiple transactions on February 29, 2008 as follows: 10,706 shares at $76.60, 200 shares at $76.38, 200 shares at $76.37, and 1,394 shares at $76.36.
2. The sales were effected in multiple transactions on February 29, 2008 as follows: 425 shares at $76.62, 1,000 shares at $76.61, and 2,575 shares at $76.60.
3. The sales were effected in multiple transactions on February 29, 2008 as follows: 8,925 shares at $76.65, 100 shares at $76.64, 300 shares at $76.63, and 675 shares at $76.62.
4. The sales were effected in multiple transactions on February 29, 2008 as follows: 200 shares at $76.67, 3175 shares at $76.66, and 1625 shares at $76.65.
5. The option to purchase 50,000 shares of common stock was awarded on January 24, 2003 under the MEMC Electronic Materials, Inc. 1995 Equity Incentive Plan in a transaction exempt under Rule 16b-3. The options became exercisable in 25% increments on January 24, 2004, January 24, 2005, January 24, 2006, and January 24, 2007, respectively.
6. The option to purchase 16,000 shares of common stock was awarded on July 25, 2003 under the MEMC Electronic Materials, Inc. 2001 Equity Incentive Plan in a transaction exempt under Rule 16b-3. The options became exercisable in 25% increments on July 25, 2004, July 25, 2005, July 25, 2006, and July 25, 2007, respectively.
7. The option to purchase 15,000 shares of common stock was awarded on January 26, 2004 under the MEMC Electronic Materials, Inc. 2001 Equity Incentive Plan in a transaction exempt under Rule 16b-3. The options became exercisable in 25% increments on January 26, 2005, January 26, 2006, January 26, 2007, and January 26, 2008, respectively.
8. The option to purchase 12,100 shares of common stock was awarded on July 26, 2004 under the MEMC Electronic Materials, Inc. 1995 Equity Incentive Plan in a transaction exempt under Rule 16b-3. The options become exercisable in 25% increments on July 26, 2005, July 26, 2006, July 26, 2007, and July 26, 2008, respectively.
9. The option to purchase 25,000 shares of common stock was awarded on October 27, 2004 under the MEMC Electronic Materials, Inc. 2001 Equity Incentive Plan in a transaction exempt under Rule 16b-3. The options become exercisable in 25% increments on October 27, 2005, October 27, 2006, October 27, 2007, and October 27, 2008, respectively.
10. The option to purchase 25,000 shares of common stock was awarded on February 16, 2005 under the MEMC Electronic Materials, Inc. 2001 Equity Incentive Plan in a transaction exempt under Rule 16b-3. The options become exercisable in 25% increments on February 16, 2006, February 16, 2007, February 16, 2008, and February 16, 2009, respectively.
11. The option to purchase 40,000 shares of common stock was awarded on July 26, 2005 under the MEMC Electronic Materials, Inc. 2001 Equity Incentive Plan in a transaction exempt under Rule 16b-3. The options become exercisable in 25% increments on July 26, 2006, July 26, 2007, July 26, 2008, and July 26, 2009, respectively.
12. The option to purchase 18,300 shares of common stock was awarded on January 25, 2006 under the MEMC Electronic Materials, Inc. 2001 Equity Incentive Plan in a transaction exempt under Rule 16b-3. The options become exercisable in 25% increments on January 25, 2007, January 25, 2008, January 25, 2009, and January 25, 2010, respectively.
13. The option to purchase 12,400 shares of common stock was awarded on July 25, 2006 under the MEMC Electronic Materials, Inc. 2001 Equity Incentive Plan in a transaction exempt under Rule 16b-3. The options become exercisable in 25% increments on July 25, 2007, July 25, 2008, July 25, 2009, and July 25, 2010, respectively.
14. The option to purchase 20,000 shares of common stock was awarded on January 24, 2007 under the MEMC Electronic Materials, Inc. 2001 Equity Incentive Plan in a transaction exempt under Rule 16b-3. The options become exercisable in 25% increments on January 24, 2008, January 24, 2009, January 24, 2010, and January 24, 2011, respectively.
Remarks:
/s/Bradley D. Kohn, attorney in fact for Chandrasekhar Sadasivam 03/04/2008
** 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 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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