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^*

Hunkler Sean

(Last)

(First)

(Middle)

C/O MEMC ELECTRONIC MATERIALS, INC.

P.O. BOX 8

(Street)

ST. PETERS,

63376

(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	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP Mfg.

3. Date of Earliest Transaction (Month/Day/Year)
01/23/2008

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⁽¹⁾	01/23/2008		M		2,500	A	⁽¹⁾	12,500	D
Common Stock⁽¹⁾	01/23/2008		M		2,500	A	⁽¹⁾	15,000	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)
Restricted Stock Units⁽²⁾	$0	01/23/2008		M			2,500	⁽²⁾	⁽²⁾	Common Stock	2,500	$0	7,500	D
Restricted Stock Units⁽³⁾	$0	01/23/2008		M			2,500	⁽³⁾	⁽³⁾	Common Stock	2,500	$0	7,500	D

Explanation of Responses:

1. Price is not applicable to acquisitions resulting from conversion of restricted stock units.

2. On January 24, 2007, 10,000 restricted stock units were awarded under the MEMC 2001 Equity Incentive Plan in a transaction exempt under Rule 16b-3. Each restricted stock unit represents a contingent right to receive one share of MEMC common stock. Pursuant to the vesting schedule established on the date of the award 2,500 units (25%) vested on January 24, 2008. The remaining restricted stock units vest in 25% increments on January 24, 2009, January 24, 2010 and January 24, 2011.

3. On January 24, 2007, 10,000 restricted stock units were awarded under the MEMC 2001 Equity Incentive Plan in a transaction exempt under Rule 16b-3. Each restricted stock unit represents a contingent right to receive one share of MEMC common stock. Of these 10,000 restricted stock units, up to 5,000 were subject to forfeiture depending on pre-established company earnings targets for 2007. On January 23, 2008, the Committee determined that the earnings targets had been met, and that none of the 5,000 restricted stock units subject to forfeiture would be forfeited. Pursuant to the vesting schedule established on the date of the award, 2,500 units (25%) vested on January 24, 2008. The remaining restricted stock units vest in 25% increments on January 24, 2009, January 24, 2010 and January 24, 2011.

Remarks:

	/s/ Sean Hunkler	01/25/2008
	** 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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