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*
CAGGIA ANDREW M
(Last) (First) (Middle)
80 ARKAY DRIVE
(Street)
HAUPPAUGE NY 11788
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
STANDARD MICROSYSTEMS CORP [ SMSC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/02/2012
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)
Code V Amount (A) or (D) Price
Common Stock 08/02/2012 D 10,877(1) D $37 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Director Stock Appreciation Right $31.87 08/02/2012 D 3,500 10/16/2007 10/16/2016 Common Stock 3,500 $5.13(2) 0 D
Director Stock Appreciation Right $29.71 08/02/2012 D 3,500 01/16/2008 01/16/2017 Common Stock 3,500 $7.29(2) 0 D
Director Stock Appreciation Right $34.37 08/02/2012 D 3,500 04/16/2008 04/16/2017 Common Stock 3,500 $2.63(2) 0 D
Director Stock Appreciation Right $35.46 08/02/2012 D 3,500 07/16/2008 07/16/2017 Common Stock 3,500 $1.54(2) 0 D
Director Stock Appreciation Right $38.6 08/02/2012 D 3,500 10/15/2008 10/15/2017 Common Stock 3,500 (3) 0 D
Director Stock Appreciation Right $35.95 08/02/2012 D 3,500 01/15/2009 01/15/2018 Common Stock 3,500 $1.05(2) 0 D
Director Stock Appreciation Right $29.25 08/02/2012 D 3,500 04/15/2009 04/15/2018 Common Stock 3,500 $7.75(2) 0 D
Director Stock Appreciation Right $27.65 08/02/2012 D 3,500 07/15/2009 07/15/2018 Common Stock 3,500 $9.35(2) 0 D
Director Stock Appreciation Right $18.89 08/02/2012 D 3,500 10/15/2009 10/15/2018 Common Stock 3,500 $18.11(2) 0 D
Director Stock Appreciation Right $14.68 08/02/2012 D 3,500 01/15/2010 01/15/2019 Common Stock 3,500 $22.32(2) 0 D
Director Stock Appreciation Right $21.6 08/02/2012 D 3,500 07/15/2010 07/15/2019 Common Stock 3,500 $15.4(2) 0 D
Director Stock Appreciation Right $21.46 08/02/2012 D 3,500 10/15/2010 10/15/2019 Common Stock 3,500 $15.54(2) 0 D
Director Stock Appreication Right $17.02 08/02/2012 D 3,500 04/15/2010 04/15/2019 Common Stock 3,500 $19.98(2) 0 D
Director Stock Option (Right to Buy) $36.87 08/02/2012 D 3,500 07/16/2013 07/16/2022 Common Stock 3,500 $0.13(2) 0 D
Director Stock Options (Right to Buy) $22.29 08/02/2012 D 3,500 01/15/2011 01/15/2020 Common Stock 3,500 $14.71(2) 0 D
Director Stock Options (Right to Buy) $27.76 08/02/2012 D 3,500 04/15/2011 04/15/2020 Common Stock 3,500 $9.24(2) 0 D
Director Stock Options (Right to Buy) $23.46 08/02/2012 D 3,500 07/15/2011 07/15/2020 Common Stock 3,500 $13.54(2) 0 D
Director Stock Options (Right to Buy) $24.09 08/02/2012 D 3,500 10/15/2011 10/15/2020 Common Stock 3,500 $12.91(2) 0 D
Director Stock Options (Right to Buy) $25 08/02/2012 D 3,500 01/18/2012 01/18/2021 Common Stock 3,500 $12(2) 0 D
Director Stock Options (Right to Buy) $25 08/02/2012 D 3,500 04/15/2012 04/15/2021 Common Stock 3,500 $12(2) 0 D
Director Stock Options (Right to Buy) $25.1 08/02/2012 D 3,500 07/15/2012 07/15/2021 Common Stock 3,500 $11.9(2) 0 D
Director Stock Options (Right to Buy) $21.93 08/02/2012 D 3,500 10/17/2012 10/17/2021 Common Stock 3,500 $15.07(2) 0 D
Director Stock Options (Right to Buy) $23.91 08/02/2012 D 3,500 01/17/2013 01/17/2022 Common Stock 3,500 $13.09(2) 0 D
Director Stock Options (Right to Buy) $26.04 08/02/2012 D 3,500 04/16/2013 04/16/2022 Common Stock 3,500 $10.96(2) 0 D
Stock Appreciation Right $17.1 08/02/2012 D 28,500 09/29/2005 09/29/2014 Common Stock 28,500 $19.9(2) 0 D
Explanation of Responses:
1. Disposed of pursuant to the consummation of the transactions contemplated by the agreement and plan of merger (the "Merger Agreement") dated as of May 1, 2012 by and between Issuer, Microchip Technology Incorporated and Microchip Technology Management Co.
2. This award was canceled pursuant to the Merger Agreement in exchange for a cash payment equal to the difference between the applicable exercise price and $37.00 multiplied by the number of securities underlying the award.
3. The award, which had an exercise price equal to or greater than the $37 per share consideration under the Merger Agreement, was cancelled for no consideration
Remarks:
Michael LaBosco (as Attorney-in-Fact) 08/06/2012
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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