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^*

VALITON ROBERT E JR

(Last)

(First)

(Middle)

2325 ORCHARD PARKWAY

(Street)

SAN JOSE

95131

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/24/2011

3. Issuer Name and Ticker or Trading Symbol
ATMEL CORP [ ATML ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, General Manager

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	716,422⁽¹⁾⁽²⁾	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)
Employee Stock Option (right to buy)	⁽³⁾	08/15/2018	Common Stock	27,344	$4.2	D
Employee Stock Option (right to buy)	⁽⁴⁾	05/14/2017	Common Stock	103,627	$4.23	D
Employee Stock Option (right to buy)	⁽⁵⁾	09/15/2019	Common Stock	34,166	$4.43	D

Explanation of Responses:

1. Includes 896 shares of common stock held directly.

2. Also includes the following shares of restricted stock units which vest as follows: (i) 334,500 vest upon the achievement of certain performance goals; (ii) 46,874 vest in equal annual installments such that 100% of the shares will be fully vested on August 15, 2012; (iii) 12,500 vest in equal annual installments such that 100% of the shares will be fully vested on November 15, 2012; (iv) 100,402 vest in equal quarterly installments such that 100% of the shares will be fully vested on August 15, 2013; (v) 96,250 vest in equal quarterly installments such that 100% of the shares will be fully vested on August 15, 2014; and (vi) 125,000 vest 20% on November 15, 2012, 30% on November 16, 2013, and 50% on November 15, 2014. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock.

3. The option is exercisable as to 5,209 shares and vests as to the remaining shares in equal monthly installments such that 100% of the shares subject to the option will be fully vested and exercisable on August 15, 2012.

4. The option is exercisable as to 6,961 shares and vests as to the remaining shares in equal monthly installments such that 100% of the shares subject to the option will be fully vested and exercisable on August 15, 2013.

5. The option is exercisable as to 2,760 shares and vests as to the remaining shares in equal monthly installments such that 100% of the shares subject to the option will be fully vested and exercisable on September 15, 2013.

Remarks:

	/s/ Steven Ruskin, Attorney-in-fact for Robert E. Valiton, Jr.	04/04/2011
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.