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^*

GROWITZ RAINER N

(Last)

(First)

(Middle)

401 RIVER OAKS PARKWAY

(Street)

SAN JOSE

95134

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WJ COMMUNICATIONS INC [ WJCI ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP Finance

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2008

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)
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	05/22/2008		S		51,076⁽¹⁾⁽²⁾	D	$1	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)
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)
Restricted Stock Unit	$0⁽⁴⁾	05/22/2008		D			22,809	08/10/2010⁽³⁾	⁽³⁾	Common Stock	22,809	⁽⁷⁾	0	D
Restricted Stock Unit	$0⁽⁴⁾	05/22/2008		D			27,840	07/30/2011⁽⁵⁾	⁽⁵⁾	Common Stock	27,840	⁽⁷⁾	0	D
Restricted Stock Unit	$0⁽⁴⁾	05/22/2008		D			15,000	10/30/2011⁽⁶⁾	⁽⁶⁾	Common Stock	15,000	⁽⁷⁾	0	D

Explanation of Responses:

1. This amount represents the following for the reporting person (a) Includes 38,054 shares of common stock assigned to the Growitz Family Trust, which insider and spouse have 100% control; (b) 4,644 shares of common stock acquired under the WJ Communications 2001 Employee Stock Purchase Plan; (c) 10,851 shares of common stock issued without payment for vested restricted stock units offset by 2,473 shares to cover tax withholding obligations for the vested units.

2. The shares were disposed of in connection with the merger of ML Acquisition, Inc. with and into WJ Communications, Inc. ("WJ"), effective May 22, 2008 (the "Merger"), pursuant to the Agreement and Plan of Merger dated March 9, 2008 among TriQuint Semiconductor, Inc., ML Acquisition, Inc. and WJ whereby the shares were exchanged for the right to receive $1.00 per share in cash.

3. The restricted stock units were scheduled to vest on August 10, 2010 if the reporting person continued to be actively employed by the Company through that date. The reporting person had previously received on an accelerated basis a portion of such shares at the end of the fiscal 6-month period ended December 31, 2007, based on the extent to which the Company satisfied its corporate performance objectives for the 6-month fiscal period.

4. Each restricted stock unit represents a contingent right to receive one share without payment of WJ Communications, Inc. common stock.

5. The restricted stock units were scheduled to vest on July 30, 2011 if the reporting person continued to be actively employed by the Company through that date. The reporting person had previously received on an accelerated basis a portion of such shares at the end of the fiscal 6-month period ended Deember 31, 2007, based on the extent to which the Company satisfied its corporate performance objectives for that 6-month fiscal period.

6. The restricted stock units were scheduled to vest on October 30, 2011 if the reporting person continued to be actively employed by the Company through that date. The reporting person had an opportunity to receive on an accelerated basis a portion of such shares at the end of each fiscal 6-month period, based on the extent to which the Company satisfied its corporate performance objectives for that 6-month period.

7. The restricted stock units were cancelled in the Merger and converted into the right to receive an amount in cash, equal to the product of (x) the total number of vested shares subject to the restricted stock units and (y) the $1.00 per share merger consideration with the aggregate amount of such payment rounded down to the nearest cent, less required to be withheld or deducted or any provision of state, local or foreign tax law with respect to such payment.

	/s/ Rainer N. Growitz	05/23/2008
	** 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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