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^*

TARANTINE DANTE V

(Last)

(First)

(Middle)

3601 E. UNIVERSITY DRIVE

(Street)

PHOENIX

85034

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WHITE ELECTRONIC DESIGNS CORP [ WEDC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
04/28/2010

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	04/28/2010		U		58,000	D	$7	0	D
Restricted Stock Units	04/30/2010		J		25,000⁽³⁾	D	$7	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)
Stock Options	$3.83	04/30/2010		J			40,000⁽⁴⁾	⁽¹⁾	05/16/2011	Common Stock	40,000	$3.83	0	D
Stock Options	$6.45	04/30/2010		J			50,000⁽⁴⁾	⁽²⁾	12/15/2014	Common Stock	50,000	$6.45	0	D

Explanation of Responses:

1. 25% vested on 5/16/2002 and the remainder vested in 36 equal monthly installments.

2. 25% vested on 12/15/2005 and the remainder vested in 36 equal monthly installments.

3. The vested restricted stock units subject to the award were canceled at the Effective Time of the Merger (the "Merger") between White Electronic Designs Corporation ("White") and Rabbit Acquisition Corp., an Indiana corporation and wholly-owned subsidiary of Microsesmi ("Rabbit"), pursuant to the Agreement and Plan of Merger, dated March 29, 2010 by and among White, Rabbit and Microsemi Corporation, a Delaware corporation ("Microsemi") and were automatically converted into the right to receive the consideration set forth therein.

4. The vested shares subject to the stock option were canceled at the Effective Time of the Merger between White and Rabbit, pursuant to the Agreement and Plan of Merger, dated March 29, 2010 by and among White, Rabbit and Microsemi and were automatically converted into the right to receive the consideration set forth therein.

	/s/ Dante V. Tarantine	04/30/2010
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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