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^*

GANDENBERGER JAMES GUY

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MICREL INC [ MCRL ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP WW Operations and Foundry

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2011

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	02/02/2011		M		10,000	A	$8.65	18,788	D
Common Stock	02/02/2011		S		10,000	D	$13.35	8,788	D
Common Stock	02/02/2011		M		10,400	A	$6.74	19,188	D
Common Stock	02/02/2011		S		10,400	D	$13.35	8,788	D
Common Stock	02/03/2011		M		18,400	A	$8.65	27,188	D
Common Stock	02/03/2011		S		18,400	D	$13.33	8,788	D
Common Stock	02/04/2011		M		20,000	A	$9.78	28,788	D
Common Stock	02/04/2011		S		20,000	D	$13.2	8,788	D
Common Stock	02/04/2011		M		10,800	A	$8.65	19,588	D
Common Stock	02/04/2011		S		10,800	D	$13.2	8,788	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)
Non-qual Stock Options	$8.65	02/02/2011		M			10,000	11/29/2008⁽¹⁾	11/29/2017	Common Stock	10,000	$8.65	390,999	D
Non-qual Stock Options	$6.74	02/02/2011		M			10,400	02/21/2009⁽²⁾	02/21/2018	Common Stock	10,400	$6.74	380,599	D
Non-qual Stock Options	$8.65	02/03/2011		M			18,400	11/29/2008⁽¹⁾	11/29/2017	Common Stock	18,400	$8.65	362,199	D
Incentive Stock Options	$9.78	02/04/2011		M			12,281	03/09/2006⁽³⁾	03/09/2015	Common Stock	12,281	$9.78	349,918	D
Non-qual Stock Options	$9.78	02/04/2011		M			7,719	03/09/2006⁽³⁾	03/09/2015	Common Stock	7,719	$9.78	342,199	D
Non-qual Stock Options	$8.65	02/04/2011		M			10,800	11/29/2008⁽¹⁾	11/29/2017	Common Stock	10,800	$8.65	331,399⁽⁴⁾	D

Explanation of Responses:

1. Pursuant to the terms of the 2003 Incentive Award Plan, this option was granted on 11/29/2007 and vested annually at 20% per year over 5 years.

2. Pursuant to the terms of the 2003 Incetive Award Plan, this option was granted on 2/21/2008 and vested annually at 20% per year.

3. Pursuant to the terms of the 2003 Incentive Award Plan, this option was granted on 03/09/2005 and vested annually at 20% per year over 5 years.

4. This cashless exercise and sale of employee stock options is made pursuant to a domestic relations order under which the reporting person will exercise and sell optons to purchase approximately 235,100 shares of Micrel common stock.

	Lia Punches on Behalf of Guy Gandenberger	02/04/2011
	** 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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