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^*

Kelly Dylan

(Last)

(First)

(Middle)

C/O PEREGRINE SEMICONDUCTOR CORPORATION

9380 CARROLL PARK DRIVE

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/07/2012

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

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

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

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	12,969	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)	⁽¹⁾	06/09/2014	Common Stock	865	$0.73	D
Employee Stock Option (Right to Buy)	⁽²⁾	06/09/2014	Common Stock	1,698	$0.73	D
Employee Stock Option (Right to Buy)	⁽³⁾	06/09/2014	Common Stock	3,264	$0.73	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	05/19/2015	Common Stock	10,899	$0.88	D
Employee Stock Option (Right to Buy)	⁽⁵⁾	05/19/2015	Common Stock	3,926	$0.88	D
Employee Stock Option (Right to Buy)	⁽⁶⁾	05/25/2016	Common Stock	6,811	$1.76	D
Employee Stock Option (Right to Buy)	⁽⁷⁾	01/31/2018	Common Stock	10,217	$1.76	D
Employee Stock Option (Right to Buy)	⁽⁸⁾	05/28/2019	Common Stock	17,029	$1.76	D
Employee Stock Option (Right to Buy)	⁽⁹⁾	05/28/2019	Common Stock	17,029	$1.76	D
Employee Stock Option (Right to Buy)	⁽¹⁰⁾	05/28/2019	Common Stock	20,435	$1.76	D
Employee Stock Option (Right to Buy)	⁽¹¹⁾	01/28/2020	Common Stock	26,566	$5.73	D
Employee Stock Option (Right to Buy)	⁽¹²⁾	07/22/2020	Common Stock	30,653	$7.12	D
Employee Stock Option (Right to Buy)	⁽¹³⁾	07/22/2020	Common Stock	14,305	$7.12	D
Employee Stock Option (Right to Buy)	⁽¹⁴⁾	10/25/2021	Common Stock	40,871	$9.76	D
Employee Stock Option (Right to Buy)	⁽¹⁵⁾	11/21/2012	Common Stock	419	$0.73	D
Employee Stock Option (Right to Buy)	⁽¹⁶⁾	01/30/2013	Common Stock	206	$0.73	D

Explanation of Responses:

1. Subject to continuous service, the option is immediately exercisable for all shares. Any shares acquired upon exercise of the option are subject to a right of repurchase at the original exercise price per share. The right of repurchase lapses in 12 successive equal monthly installments from April 1, 2006.

2. Subject to continuous service, the option is immediately exercisable for all shares. Any shares acquired upon exercise of the option are subject to a right of repurchase at the original exercise price per share. The right of repurchase lapses in 12 successive equal monthly installments from April 1, 2007.

3. Subject to continuous service, the option is immediately exercisable for all shares. Any shares acquired upon exercise of the option are subject to a right of repurchase at the original exercise price per share. The right of repurchase lapses in 48 successive equal monthly installments from April 1, 2004.

4. Subject to continuous service, the option is immediately exercisable for all shares. Any shares acquired upon exercise of the option are subject to a right of repurchase at the original exercise price per share. The right of repurchase lapses in 24 successive equal monthly installments from April 1, 2008.

5. Subject to continuous service, the option is immediately exercisable for all shares. Any shares acquired upon exercise of the option are subject to a right of repurchase at the original exercise price per share. The right of repurchase lapses in 36 successive equal monthly installments from April 1, 2005

6. Subject to continuous service, the option is immediately exercisable for all shares. Any shares acquired upon exercise of the option are subject to a right of repurchase at the original exercise price per share. The right of repurchase lapses in 48 successive equal monthly installments from May 25, 2006.

7. Subject to continuous service, the option is immediately exercisable for all shares. Any shares acquired upon exercise of the option are subject to a right of repurchase at the original exercise price per share. The right of repurchase lapses in successive equal daily installments over a 12-month period from April 1, 2010.

8. Subject to continuous service, the option is immediately exercisable for all shares. Any shares acquired upon exercise of the option are subject to a right of repurchase at the original exercise price per share. The right of repurchase lapses in successive equal daily installments over a 12-month period from March 31, 2011.

9. Subject to continuous service, the option is immediately exercisable for all shares. Any shares acquired upon exercise of the option are subject to a right of repurchase at the original exercise price per share. The right of repurchase lapses in successive equal daily installments over a 12-month period from March 31, 2012.

10. Subject to continuous service, the option is immediately exercisable for all shares. Any shares acquired upon exercise of the option are subject to a right of repurchase at the original exercise price per share. The right of repurchase lapses in successive equal daily installments over a 36-month period from Mayt 28, 2009.

11. Subject to continuous service, the option is immediately exercisable for all shares. Any shares acquired upon exercise of the option are subject to a right of repurchase at the original exercise price per share. The right of repurchase lapses in 38 successive equal monthly installments from February 1, 2010.

12. Subject to continuous service, the option is exercisable in successive equal daily installments over a 12-month period from April 1, 2013.

13. Subject to continuous service, the option is exercisable in successive equal daily installments over a 36-month period from July 22, 2010.

14. Subject to continuous service, the option is exercisable in 12 successive equal monthly installments from April 1, 2014.

15. Subject to continuous service, the option is immediately exercisable for all shares. Any shares acquired upon exercise of the option are subject to a right of repurchase at the original exercise price per share. The right orepurchase 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 remaining shares subject to this option thereafter.f

16. Subject to continuous service, the option is immediately exercisable for all shares. Any shares acquired upon exercise of the option are subject to a right of repurchase at the original exercise price per share. The right ofrepurchase 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.

	By: /s/ Jay Biskupski as Attorney-in-fact for Dylan J. Kelly	08/07/2012
	** 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 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.