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*
Cumming Stephen

(Last) (First) (Middle)
1600 TECHNOLOGY DRIVE

(Street)
SAN JOSE CA 95110

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ATMEL CORP [ ATML ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP Finance and CFO
3. Date of Earliest Transaction (Month/Day/Year)
02/15/2013
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)
Code V Amount (A) or (D) Price
Common Stock 02/15/2013 F 12,045 (1) D $7.175 829,717 D
Common Stock 02/15/2013 M 39,259 A $4.43 868,976 D
Common Stock 02/15/2013 S 39,059 D $7.23 829,917 D
Common Stock 02/15/2013 S 200 D $7.235 829,717 D
Common Stock 02/19/2013 M 60,000 A $3.32 889,717 D
Common Stock 02/19/2013 S 60,000 D $7.32 829,717 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $4.43 02/15/2013 M 39,259 (2) 09/15/2019 Common Stock 39,259 $4.43 10,992 D
Employee Stock Option (right to buy) $3.32 02/19/2013 M 60,000 (3) 07/15/2018 Common Stock 60,000 $3.32 115,493 D
Explanation of Responses:
1. Reflects a non-market disposition; shares were withheld by the Issuer to fulfill the Reporting Person's tax obligations.
2. The option vested in equal monthly installments commencing on October 15, 2009 such that 100% of the shares subject to the option will be fully vested and exercisable on September 15, 2013.
3. The option vested 25% on July 15, 2009 and vested in equal monthly installments thereafter such that 100% of the shares subject to the option were fully vested and exercisable on July 15, 2012.
Remarks:
/s/ Steven Ruskin, Attorney-in-fact for Stephen Cumming 02/20/2013
** 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 4 (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).
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