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^*

Limmer Marion

(Last)

(First)

(Middle)

C/O CORP SEC'Y, FAIRCHILD SEMICONDUCTOR

82 RUNNING HILL ROAD

(Street)

SOUTH PORTLAND

04106

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/14/2015

3. Issuer Name and Ticker or Trading Symbol
FAIRCHILD SEMICONDUCTOR INTERNATIONAL INC [ FCS ]

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

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

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, par value $.01 per share	5,776	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)
Performance Units dated 3/1/2013	⁽²⁾	⁽²⁾	Common Stock, par value $.01 per share	1,282	$0	D
Performance Units dated 3/3/2014	⁽²⁾	⁽²⁾	Common Stock, par value $.01 per share	3,699	$0	D
Performance Units dated 3/3/2015	⁽²⁾	⁽²⁾	Common Stock, par value $.01 per share	10,000	$0	D
Restricted Stock Units dated 3/1/2012	⁽¹⁾	⁽¹⁾	Common Stock, par value $.01 per share	625	$0	D
Restricted Stock Units dated 3/1/2013	⁽¹⁾	⁽¹⁾	Common Stock, par value $.01 per share	1,750	$0	D
Restricted Stock Units dated 3/3/2014	⁽¹⁾	⁽¹⁾	Common Stock, par value $.01 per share	3,750	$0	D
Restricted Stock Units dated 1/15/2015	⁽¹⁾	⁽¹⁾	Common Stock, par value $.01 per share	10,000	$0	D
Restricted Stock Units dated 3/3/2015	⁽¹⁾	⁽¹⁾	Common Stock, par value $.01 per share	10,000	$0	D
Restricted Stock Units dated 4/15/2015	⁽¹⁾	⁽¹⁾	Common Stock, par value $.01 per share	20,000	$0	D
Restricted Stock Units dated 6/15/2015	⁽¹⁾	⁽¹⁾	Common Stock, par value $.01 per share	10,000	$0	D

Explanation of Responses:

1. Restricted Stock Units vest in 25% increments on each of the first four anniversaries of the date of grant, or earlier upon certain events. Vested Restricted Stock Units result in the delivery of one share per unit promptly following the vesting date.

2. Performance Units vest in the following increments, or earlier upon certain events: 33% on the first anniversary of the grant date; 33% on the second anniversary of the grant date and 34% on the third anniversary of the grant date. Performance Units have no expiration date. Vested Performance Units result in delivery of the underlying shares of common stock. All the Performance Units are forfeited if the company fails to achieve the minimum performance target.

Remarks:

	/s/ Paul D. Delva (Attorney-in-fact)	07/24/2015
	** 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.