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^*

ARCHER TIMOTHY

(Last)

(First)

(Middle)

4000 NORTH FIRST STREET

(Street)

SAN JOSE

95134

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NOVELLUS SYSTEMS INC [ NVLS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2012

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	06/04/2012		D		10,508	D	$0.00⁽¹⁾	0	D
Common Stock	06/04/2012		D		3,758	D	$0.00⁽³⁾	0	I	By 401(k)
Common Stock	06/04/2012		D		445	D	$0.00⁽⁴⁾	0	I	By Spouse 401(k)
Common Stock	06/04/2012		M		96,096⁽²⁾	A	$0.00	96,096	D
Common Stock	06/04/2012		F		43,678	D	$40.39	52,418	D
Common Stock	06/04/2012		D		52,418	D	$0.00⁽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)
Restricted Stock Unit	$0.00	06/04/2012		M			96,096	⁽²⁾	⁽²⁾	Common Stock	96,096	$0.00	0	D
Stock Option (Right to Buy)	$40.82	06/04/2012		D			20,000	⁽⁵⁾	⁽⁵⁾	Common Stock	20,000	$0.00	0	D
Stock Option (Right to Buy)	$31.24	06/04/2012		D			16,000	⁽⁶⁾	⁽⁶⁾	Common Stock	16,000	$0.00	0	D
Stock Option (Right to Buy)	$27.48	06/04/2012		D			30,000	⁽⁷⁾	⁽⁷⁾	Common Stock	30,000	$0.00	0	D
Stock Option (Right to Buy)	$33.39	06/04/2012		D			65,000	⁽⁸⁾	⁽⁸⁾	Common Stock	65,000	$0.00	0	D
Stock Option (Right to Buy)	$26.15	06/04/2012		D			50,000	⁽⁹⁾	⁽⁹⁾	Common Stock	50,000	$0.00	0	D
Stock Option (Right to Buy)	$12.47	06/04/2012		D			37,500	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	37,500	$0.00	0	D
Stock Option (Right to Buy)	$23.93	06/04/2012		D			75,000	⁽¹¹⁾	⁽¹¹⁾	Common Stock	75,000	$0.00	0	D
Stock Option (Right to Buy)	$33	06/04/2012		D			36,000	⁽¹²⁾	⁽¹²⁾	Common Stock	36,000	$0.00	0	D
Stock Option (Right to Buy)	$24.76	06/04/2012		D			40,000	⁽¹³⁾	⁽¹³⁾	Common Stock	40,000	$0.00	0	D
Restricted Stock Unit	$0.00	06/04/2012		D			66,380	⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	66,380	$0.00	0	D

Explanation of Responses:

1. Disposed of in connection with the merger of BLMS Inc. ("Merger Sub"), a wholly owned subsidiary of Lam Research Corporation ("Lam Research"), with and into Novellus Systems, Inc. ("Novellus"), pursuant to the terms of the Agreement and Plan of Merger by and among Merger Sub, Lam Research and Novellus dated December 14, 2011 (the "Merger"). In connection with the Merger, each outstanding share of Novellus common stock was exchanged for 1.125 shares of Lam Research common stock having a market value of $35.99 per share based on the closing price of Lam Research's common stock on June 4, 2012.

2. Represents both time based and performance based restricted stock units, all of which vested in full at the effective time of the merger. The performance based restricted stock units granted in 2009 vested with respect to the maximum number of Novellus shares payable pursuant to such performance based restricted stock unit and the performance based restricted stock units granted in 2010 vested with respect to 52% of the Novellus shares payable pursuant to such performance based restricted stock unit.

3. Disposed of in connection with the merger of BLMS Inc. ("Merger Sub"), a wholly owned subsidiary of Lam Research Corporation ("Lam Research"), with and into Novellus Systems, Inc. ("Novellus"), pursuant to the terms of the Agreement and Plan of Merger by and among Merger Sub, Lam Research and Novellus dated December 14, 2011 (the "Merger"). In connection with the Merger, each outstanding share of Novellus common stock was exchanged for 1.125 shares of Lam Research common stock having a market value of $35.99 per share based on the closing price of Lam Research's common stock on June 4, 2012. The indirect holdings of the 401(k) are held in the Company unitized stock fund. The balance is reported as of the last business day.

4. Disposed of in connection with the merger of BLMS Inc. ("Merger Sub"), a wholly owned subsidiary of Lam Research Corporation ("Lam Research"), with and into Novellus Systems, Inc. ("Novellus"), pursuant to the terms of the Agreement and Plan of Merger by and among Merger Sub, Lam Research and Novellus dated December 14, 2011 (the "Merger"). In connection with the Merger, each outstanding share of Novellus common stock was exchanged for 1.125 shares of Lam Research common stock having a market value of $35.99 per share based on the closing price of Lam Research's common stock on June 4, 2012. The indirect holdings of Mrs. Archer's 401(k) are held in the Company unitized stock fund. The balance is reported as of the last business day.

5. This option, which provided for vesting of two equal installments, was assumed by Lam Research in the merger and replaced with an option to purchase 22,500 shares at $36.29 per share.

6. This option, which provided for vesting of two equal installments, was assumed by Lam Research in the merger and replaced with an option to purchase 18,000 shares at $27.77 per share.

7. This option, which provided for vesting of 25% annually, was assumed by Lam Research in the merger and replaced with an option to purchase 33,750 shares at $24.43 per share.

8. This option, which provided for vesting of 25% annually, was assumed by Lam Research in the merger and replaced with an option to purchase 73,125 shares at $29.68 per share.

9. This option, which provided for vesting of 25% annually, was assumed by Lam Research in the merger and replaced with an option to purchase 56,250 shares at $23.25 per share.

10. This option, which provided for vesting of 25% annually, was assumed by Lam Research in the merger and replaced with an option to purchase 42,187 at $11.09 per share.

11. This option, which provided for vesting of 25% annually, was assumed by Lam Research in the merger and replaced with an option to purchase 84,375 shares at $21.28 per share.

12. This option, which provided for vesting of 25% annually, was assumed by Lam Research in the merger and replaced with an option to purchase 40,500 shares at $29.34 per share.

13. This option, which provided for vesting of 25% annually, was assumed by Lam Research in the merger and replaced with an option to purchase 45,000 shares at $22.01 per share.

14. This RSU, which provided for vesting of two equal installments, was assumed by Lam Research in the merger and replaced with an RSU for 74,677 shares of Lam Research common stock.

	Timothy Archer by Jeff Alexander, Attorney-in-Fact	06/06/2012
	** Signature of Reporting Person	Date
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