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^*

OCONNOR KEVIN M

(Last)

(First)

(Middle)

847 GIBRALTAR DRIVE

(Street)

MILPITAS

95035

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SOLECTRON CORP [ SLR ]

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)
10/01/2007

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	10/01/2007		D		101,795	D	⁽¹⁾	951,500	D
Common Stock⁽²⁾	10/01/2007		D		50,000	D	⁽¹⁾	901,500	D
Common Stock⁽³⁾	10/01/2007		D		30,000	D	⁽¹⁾	871,500	D
Common Stock⁽⁴⁾	10/01/2007		D		146,500	D	⁽¹⁾	725,000	D
Common Stock⁽⁵⁾	10/01/2007		D		125,000	D	⁽¹⁾	600,000	D
Common Stock⁽⁶⁾	10/01/2007		D		300,000	D	⁽¹⁾	300,000	D
Common Stock⁽⁶⁾	10/01/2007		D		300,000	D	⁽¹⁾	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)
Incentive Stock Option (right to buy)	$3.1	10/01/2007		D			100,000	⁽⁷⁾	11/12/2012	Common Stock	100,000	⁽⁷⁾	0	D
Non-Qualified Stock Option (right to buy)	$3.49	10/01/2007		D			250,000	⁽⁸⁾	01/09/2017	Common Stock	250,000	⁽⁸⁾	0	D
Non-Qualified Stock Option (right to buy)	$3.65	10/01/2007		D			200,000	⁽⁷⁾	05/21/2013	Common Stock	200,000	⁽⁹⁾	0	D
Non-Qualified Stock Option (right to buy)	$5.09	10/01/2007		D			190,000	⁽⁹⁾	06/16/2014	Common Stock	190,000	⁽⁹⁾	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of June 4, 2007, (the "Merger Agreement"), by and among Flextronics International Ltd. ("Flextronics"), Saturn Merger Corp. and Solectron Corporation ("Solectron"), at the effective time of the merger contemplated therein, each outstanding share of Solectron's common stock was converted into the right to receive either 0.3450 of an ordinary share of Flextronics or $3.89 in cash, at each stockholder's election and subject to pro-ration as described in the Merger Agreement. Because the pro-ration calculations have not yet been completed as of the date of this filing, it is not possible to determine the exact amount of merger consideration to be received by the reporting person for each share of Solectron common stock disposed of in the merger.

2. The shares were subject to the following vesting terms: The shares fully vests on May 22, 2008, subject to accellerated vesting upon the attainment of certain Solectron targets. The Flextronics ordinary shares and/or cash received in the exchange for these shares in the merger will be subject to the same vesting terms.

3. The shares were subject to the following vesting terms: The shares fully vests on June 16, 2009, subject to accelerated vesting upon the attainment of certain Solectron targets. The Flextronics ordinary shares and/or cash received in the exchange for these shares in the merger will be subject to the same vesting terms.

4. The shares were subject to the following vesting terms: Commencing on the date of grant, the shares vest 25% on September 6, 2006, 25% on September 6, 2007, and 50% on September 6, 2008. The Flextronics ordinary shares and/or cash received in the exchange for these shares in the merger will be subject to the same vesting terms.

5. The shares were subject to the following vesting terms: 1/3 of the shares will vest on each of October 15, 2007, 2008, and 2009, provided, that, the 2009 tranche is subject to acceleration on either the 2007 or 2008 vesting dates upon achievement of Solectron performance targets in either fiscal year 2007 or 2008. The Flextronics ordinary shares and/or cash received in the exchange for these shares in the merger will be subject to the same vesting terms.

6. The shares were subject to the following vesting terms:100% of the shares will vest on October 15, 2008, subject to 100% vesting acceleration if the officer's employment is terminated by the Company without "cause" prior to October 15, 2008. The Flextronics ordinary shares and/or cash received in the exchange for these shares in the merger will be subject to the same vesting terms.

7. This option, which was vested, was assumed by Flextronics in the merger and replaced with an option for a number of ordinary shares of Flextronics determined by multiplying the number of Solectron shares underlying the option by .3450, and with an exercise price divided by .3450.

8. This option, which was provided for vesting monthly as to 1/48th of the total shares commencing on August 26, 2006, was assumed by Flextronics in the merger and replaced with an option for a number of ordinary shares of Flextronics determined by multiplying the number of Solectron shares underlying the option by .3450, and with an exercise price divided by .3450.

9. Immediately prior to the effective time of the merger, the options became fully vested and were cancelled to the extent unexercised.

	By: Todd DuChene For: Kevin O'Connor	10/03/2007
	** Signature of Reporting Person	Date
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