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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Truong Martin H.

(Last)

(First)

(Middle)

C/O MEMC ELECTRONIC MATERIALS, INC

501 PEARL DRIVE

(Street)

ST. PETERS

63376

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/26/2013

3. Issuer Name and Ticker or Trading Symbol
MEMC ELECTRONIC MATERIALS INC [ WFR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, General Counsel & Sec.

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⁽¹⁾	563	D
Common Stock⁽²⁾	1,500	D
Common Stock⁽³⁾	9,750	D
Common Stock⁽⁴⁾	3,750	D
Common Stock	2,534	I	Through MEMC Retirement Savings Plan
Common Stock	3,129	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)	⁽⁵⁾	04/27/2021	Common Stock	7,500	$11.63	D
Employee Stock Option (Right to Buy)	⁽⁶⁾	04/25/2022	Common Stock	10,000	$3.45	D
Employee Stock Option (Right to Buy)	⁽⁷⁾	07/24/2022⁽⁸⁾	Common Stock	30,000	$1.76	D
Employee Stock Option (Right to Buy)	⁽⁹⁾	08/20/2019	Common Stock	550	$2.77	D
Employee Stock Option (Right to Buy)	⁽¹⁰⁾	08/20/2019	Common Stock	5,800	$2.77	D
Employee Stock Option (Right to Buy)	⁽¹¹⁾	09/18/2022⁽⁸⁾	Common Stock	32,000	$3.27	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of MEMC common stock. The grant of 1,125 restricted stock units was made on August 6, 2008 pursuant to the MEMC Electronic Materials, Inc. 2001 Equity Incentive Plan. 562 restricted stock units vested on August 6, 2011 and the remaining 563 restricted stock units vest on August 6, 2013.

2. Each restricted stock unit represents a contingent right to receive one share of MEMC common stock. The grant of 3,000 restricted stock units was made on April 20, 2010 pursuant to the MEMC Electronic Materials, Inc. 2001 Equity Incentive Plan. 1,500 restricted stock units vested on April 20, 2013 and the remaining 1,500 restricted stock units vest on April 20, 2014.

3. Each restricted stock unit represents a contingent right to receive one share of MEMC common stock. The grant of 9,750 restricted stock units was made on April 27, 2011 pursuant to the MEMC Electronic Materials, Inc. 2010 Equity Incentive Plan. The restricted stock units vest in 50% increments on April 27, 2014 and April 27, 2015.

4. Each restricted stock unit represents a contingent right to receive one share of MEMC common stock. The grant of 5,000 restricted stock units was made on April 25, 2012 pursuant to the MEMC Electronic Materials, Inc. 2010 Equity Incentive Plan. The restricted stock units vest in increments of 25% over four years. 1,250 restricted stock units vested on April 25, 2013, and the remaining restricted stock units vest over the following three years.

5. The option to purchase 7,500 shares of common stock was awarded on April 27, 2011 under the MEMC 2010 Equity Incentive Plan and becomes exercisable at an exercise price of $11.63 in increments of 10%, 20%, 30% and 40% on April 27, 2012, April 27, 2013, April 27, 2014 and April 27, 2015, respectively.

6. The option to purchase 10,000 shares of common stock was awarded on April 25, 2012 under the MEMC 2010 Equity Incentive Plan and becomes exercisable at an exercise price of $3.45 in 25% increments over four years.

7. The option to purchase 30,000 shares of common stock was awarded on July 24, 2012 under the MEMC 2010 Equity Incentive Plan. The option is a performance based option that will vest, if at all, in 33% increments if MEMC's stock achieves certain target market prices.

8. The option expires on the tenth anniversary of the grant date, provided that if the target market prices are not achieved by the fifth anniversary of the grant date, the option will be cancelled.

9. The option to purchase 550 shares of common stock was awarded on August 20, 2012 under the MEMC 2010 Equity Incentive Plan and becomes exercisable at an exercise price of $2.77 in 50% increments over two years.

10. The option to purchase 5,800 shares of common stock was awarded on August 20, 2012 under the MEMC 2010 Equity Incentive Plan and becomes exercisable at an exercise price of $2.77 in 33% increments over three years.

11. The option to purchase 32,000 shares of common stock was awarded on September 18, 2012 under the MEMC 2010 Equity Incentive Plan. The option is a performance based option that will vest, if at all, in 33% increments if MEMC's stock achieves certain target market prices.

Remarks:

	/s/ Martin H. Truong	05/06/2013
	** 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.