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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* TPG WAFER HOLDINGS LLC (Last) (First) (Middle) C/O TEXAS PACIFIC GROUP 301 COMMERCE STREET, SUITE 3300 (Street) FORT WORTH TX 76102 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MEMC ELECTRONIC MATERIALS INC [ WFR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/16/2005
	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, par value $0.01 per share	08/16/2005		S		8,250,000	D	$17.09(1)	59,420,526	D(2)(3)(4)
Common Stock, par value $0.01 per share	08/16/2005		X(5)		5,910,000	A	(5)	0(5)	D(6)
Common Stock, par value $0.01 per share	08/16/2005		S(5)		5,910,000	D	$17.09(1)	591,000(6)	D(6)
Common Stock, par value $0.01 per share	08/16/2005		X(7)		150,000	A	(7)	0(7)	I	See Footnote(8)
Common Stock, par value $0.01 per share	08/16/2005		S(7)		150,000	D	$17.09(1)	15,000(8)	I	See Footnote(8)

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
Warrants	$3	08/16/2005		X(5)			7,085,730	07/10/2002	11/13/2011	Common Stock	7,085,730	(5)	2,764,271	D(6)
Warrants	$3	08/16/2005		X(7)			179,841	07/10/2002	11/13/2011	Common Stock	179,841	(7)	70,159	I	See Footnote(8)

Explanation of Responses:

1. The price represents the public offering price of $17.25 per share less the underwriter's discount of $0.16 per share.

2. James G. Coulter, David Bonderman and William S. Price, III (the "Shareholders") are directors, officers and shareholders of TPG Advisors III, Inc. ("TPG Advisors III"), which is the general partner of TPG GenPar III, L.P., which in turn is the sole general partner of each of TPG Partners III, L.P. ("Partners III"), TPG Parallel III, L.P. ("Parallel III"), TPG Investors III, L.P. ("Investors III"), FOF Partners III, L.P. ("FOF") and FOF Partners III-B, L.P. ("FOF B") and the managing partner of TPG Dutch Parallel III, C.V. ("Dutch Parallel III"). The Shareholders are also directors, officers and stockholders of T3 Advisors, Inc. ("T3 Advisors"), which is the general partner of T3 GenPar, L.P., which in turn is the sole general partner of each of T3 Partners, L.P. ("T3 Partners"), T3 Parallel, L.P. ("T3 Parallel") and T3 Investors, L.P. ("T3 Investors") and the managing partner of T3 Dutch Parallel C.V. ("T3 Dutch").

3. The Shareholders are directors, officers and stockholders of T3 Advisors II, Inc., which is the general partner of T3 GenPar II, L.P., which in turn is the sole general partner of each of T3 Partners II, L.P. ("T3 Partners II") and T3 Parallel II, L.P. ("T3 Parallel II"). Partners III, Parallel III, Investors III, FOF, FOF B, Dutch Parallel III, T3 Partners, T3 Parallel, T3 Investors, T3 Dutch, T3 Partners II and T3 Parallel II (collectively, the "TPG Funds") are members of TPG Wafer Partners LLC ("Wafer Partners"), which in turn is the managing member of TPG Wafer Holdings LLC (the "Reporting Person").

4. Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), TPG Advisors III, T3 Advisors, T3 Advisors II and the TPG Funds may be deemed to beneficially own all of the securities disclosed on this Form 4. Pursuant to Rule 16a-1(a)(2)(ii)(B) of the Exchange Act, each Shareholder may be deemed to be the beneficial owner of the shares owned by TPG Advisors III, T3 Advisors, T3 Advisors II and the TPG Funds only to the extent of the greater of his direct or indirect interest in the profits or capital accounts of such entities. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that each Shareholder is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any securities beneficially owned by TPG Advisors III, T3 Advisors, T3 Advisors II and the TPG Funds in excess of such amount.

5. Wafer Partners received 5,910,000 shares of Common Stock upon a cashless exercise of its warrants to purchase 5,910,000 shares of Common Stock, and the exercise price was paid by surrendering to the Issuer an additional 1,175,730 warrants, with a value of $15.08 per warrant, held by Wafer Partners. Wafer Partners then sold such 5,910,000 shares of Common Stock at $17.09 per share.

6. Wafer Partners is the managing member of the Reporting Person and the managing member of TPG Wafer Management LLC ("Wafer Management"). After the transactions reported herein, Wafer Partner directly holds 2,764,271 warrants and 591,000 shares of Common Stock.

7. Wafer Management received 150,000 shares of Common Stock upon a cashless exercise of its warrants to purchase 150,000 shares of Common Stock, and the exercise price was paid by surrendering to the Issuer an additional 29,841 warrants, with a value of $15.08 per warrant, held by Wafer Management. Wafer Management then sold such 150,000 shares of Common Stock at $17.09 per share.

8. Wafer Management is a member of the Reporting Person. After the transactions reported herein, Wafer Management directly holds 70,159 warrants and 15,000 shares of Common Stock.

	David A. Spuria, Vice President	08/18/2005
	** Signature of Reporting Person	Date
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