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*
WU TSUNG CHING
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
EVP Office of the President
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2016
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 03/30/2016 G V 2,512,016 D $8.09 4,132,886 I By Trust with Wife
Common Stock 03/31/2016 M 100,000 A $4.2 2,170,478(1) D
Common Stock 03/31/2016 M 157,557 A $4.43 2,328,035 D
Common Stock 03/31/2016 M 257,537 A $4.74 2,585,572 D
Common Stock 03/31/2016 M 65,105 A $5.73 2,650,677 D
Common Stock 03/31/2016 F 430,494 D $8.12 2,220,183(2) D
Common Stock 04/01/2016 F 16,564 D $8.12 2,203,619(3) D
Common Stock 04/04/2016 D 2,203,619 D (4) 0 D
Common Stock 04/04/2016 D 128,585 D (5) 0 I By Trust for Son
Common Stock 04/04/2016 D 128,585 D (5) 0 I By Trust for Daughter
Common Stock 04/04/2016 D 4,132,886 D (5) 0 I By Trust with Wife
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) $4.2 03/31/2016 M 100,000 (6) 08/15/2018 Common Stock 100,000 $0.00 0 D
Employee Stock Option (right to buy) $4.43 03/31/2016 M 157,557 (6) 09/15/2019 Common Stock 157,557 $0.00 0 D
Employee Stock Option (right to buy) $4.74 03/31/2016 M 257,537 (6) 08/15/2017 Common Stock 257,537 $0.00 0 D
Employee Stock Option (right to buy) $5.73 03/31/2016 M 65,105 (6) 09/06/2016 Common Stock 65,105 $0.00 0 D
Explanation of Responses:
1. Includes 1,244 shares acquired under the Issuer's Employee Stock Purchase Plan on April 1, 2016.
2. Reflects a non-market disposition undertaken to pay exercise price and taxes for the Reporting Person in connection with the exercise of employee stock options. No shares were actually sold by the Reporting Person.
3. Reflects a non-market disposition undertaken to pay taxes for the Reporting Person in connection with the vesting of restricted stock units. No shares were actually sold by the Reporting Person.
4. Disposed of pursuant to merger agreement among Microchip Technology Corporation, Hero Acquisition Corporation and Atmel Corporation as follows: (a) 1,975,102 shares of common stock were disposed in exchange for, and converted into the right to receive, per share (i) $7.00 in cash and (ii) a fraction of a share of Microchip common stock having a market value of $1.15, calculated in accordance with the merger agreement and (b) 228,517 shares constituting Issuer time-based restricted stock units which were assumed by Microchip and were converted into the right to receive, upon vesting in accordance with time-based vesting schedules subject to earlier acceleration in accordance with the Issuer's change of control plans, such number of shares of Microchip common stock equal to (i) 228,517 multiplied by (ii) $8.15 divided by the market value of a share of Microchip common stock, calculated in accordance with the merger agreement.
5. Pursuant to merger agreement among Microchip Technology Corporation, Hero Acquisition Corporation and Atmel Corporation shares were disposed in exchange for, and converted into the right to receive, per share (i) $7.00 in cash and (ii) a fraction of a share of Microchip common stock having a market value of $1.15, calculated in accordance with the merger agreement.
6. The option was fully vested and exercisable.
Remarks:
/s/ Steven Ruskin, attorney-in-fact for Tsung-Ching Wu 04/04/2016
** 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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