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^*

DEBENHAM STEPHEN

(Last)

(First)

(Middle)

46897 BAYSIDE PARKWAY

(Street)

FREMONT

94538

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ASYST TECHNOLOGIES INC [ ASYT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, Gen. Counsel & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2008

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	09/30/2008		A		20,000	A	$0	242,038⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	D
Common Stock	09/30/2008		A		32,000	A	$0	274,038⁽⁵⁾	D
Common stock	09/30/2008		A		32,000	A	$0	306,038⁽⁵⁾	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)

Explanation of Responses:

1. One-third of the shares subject to this restricted stock unit will vest on each of 9/30/09, 9/30/10 and 9/30/11, assuming the grantee's continuous employment with the company as of each vesting date.

2. Includes the following purchases under the issuer's employee stock purchase plan: 2,940 shares purchased on 7/31/05, 2,579 shares purchased on 1/31/06, 2,964 shares purchased on 7/31/06, and 2,617 shares purchased on 1/31/07.

3. Includes an upward adjustment to reflect the erroneous reporting on 5/16/08 of the expiration of rights to 3,429 performance shares (that expiration of rights had previously been reported on 5/14/08).

4. Includes a downward adjustment to reflect the expiration of rights to 3,429 performance shares on 5/15/08 (the rights to those performance shares were granted as part of an award previously reported on 5/24/06).

5. These awards are performance rights to receive the indicated shares in the event the company achieves over three (or in some cases four) year periods certain net income, revenue, margin and other operating targets established by the Board of Directors. Actual shares earned will range from 0% to 100% pursuant to a designated formula, with 31.25% of the indicated shares being earned for baseline performance; 62.50% for target performance; and 100% for "stretch" performance. Any stock earned will be subject to mandatory deferral of issuance and distribution until 5/31/11 (regardless of the earlier date on which they vest). Vesting of shares will be subject to the recipient's continuous employment with the company, as of each vesting date and the date of issuance and distribution.

Remarks:

	/s/ Robert A. Dobbin, Attorney-in-fact	10/02/2008
	** 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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