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^*

Cable James

(Last)

(First)

(Middle)

C/O PEREGRINE SEMICONDUCTOR CORP.

9380 CARROLL PARK DR.

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PEREGRINE SEMICONDUCTOR CORP [ PSMI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2012

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	07/20/2012	07/20/2012	M		93,460	A	$0.73	93,460	D
Common Stock	07/20/2012	07/20/2012	M		27,247	A	$0.73	120,707	D
Common Stock	07/20/2012	07/20/2012	S		47,000	D	$13.21	73,707	D
Common Stock	08/13/2012		C		10,366	A	⁽³⁾	84,073	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)
Employee Stock Option (Right to Buy)	$0.73	07/20/2012	07/20/2012	M			93,460	⁽¹⁾	11/21/2012	Common Stock	93,460	$0	1,271,566	D
Employee Stock Option (Right to Buy)	$0.73	07/20/2012	07/20/2012	M			27,247	⁽²⁾	01/30/2013	Common Stock	27,247	$0	1,244,319	D
Series B1 Preferred Stock	⁽³⁾	08/13/2012		C			10,366	⁽³⁾	⁽³⁾	Common Stock	10,366	$0	0	D

Explanation of Responses:

1. Subject to continuous service, this option, which was fully exercisable at grant, is subject to a vesting schedule that lapses with respect to 25% of the shares to this option on September 4, 2003 and in equal monthly installments over a 36-month period of the remaming shares subject to this option thereafter.

2. Subject to continuous service, this option, which was fully exercisable at grant, is subject to a vesting schedule that lapses with respect to 25% of the shares to this option on January 30, 2004 and in equal monthly installments over a 36-month period of the remaining shares subject to this option thereafter.

3. Each share of the issuer's Series B1 Preferred Stock converted into 1 share of the issuer's Common Stock and had no expiration date.

	/s/ Noah Belsky as Attorney-in-fact for James S. Cable	08/15/2012
	** 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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