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* GAREEB NABEEL (Last) (First) (Middle) P O BOX 8 (Street) SAINT PETERS MO 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) X Director 10% Owner X Officer (give title below) Other (specify below) President & CEO
	3. Date of Earliest Transaction (Month/Day/Year) 05/07/2007
	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	05/07/2007		M		436,500	A	$4.99	536,500	I	Trust(5)
Common Stock	05/07/2007		S(1)		436,500(2)(3)(4)	D	$57.53(2)(3)(4)	100,000	I	Trust(5)

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
Non-Qualified Stock Option (right to buy)(6)	$4.99	05/07/2007		M			436,500	(6)	03/26/2012	Common Stock	436,500	$0	176,000	I	Trust(5)

Explanation of Responses:

1. The sale transactions reported on this Form 4 were made pursuant to a plan intended to comply with Rule 10b5-1(c), previously entered into at a time when the Reporting Person was not aware of material nonpublic information.

2. The sales were effected in multiple transactions, at varying prices, on May 7, 2007, as follows and as described in Footnotes 3 and 4 below: 300 shares at $58.82; 200 at $58.75; 100 at $58.65; 12,700 at $58.60; 200 at $58.59; 100 at $58.53; 200 at $58.51; 1,400 at $58.50; 100 at $58.49; 900 at $58.48; 200 at $58.47; 1,300 at $58.45; 100 at $58.44; 300 at $58.41; 3,100 at $58.40; 200 at $58.38; 200 at $58.36; 1,300 at $58.35; 100 at $58.34; 100 at $58.33; 100 at $58.32; 200 at $58.31; 1,400 at $58.30; 400 at $58.28; 850 at $58.27; 100 at $58.26; 4,350 at $58.25; 600 at $58.24; 200 at $58.23; 500 at $58.22; 900 at $58.21; 2,400 at $58.20; 500 at $58.19; 2,800 at $58.18; 3,800 at $58.15; 100 at $58.14; 200 at $58.12; 200 at $58.11; 200 at $58.10; 3,700 at $58.09; 500 at $58.08; 11,500 at $58.07; 4,200 at $58.06; 1,300 at $58.05; 500 at $57.94; 100 at $57.93; 1,600 at $57.92; 200 at $57.91; 600 at $57.90; 100 at $57.89; 100 at $57.88; 1,300 at $57.87; and 3,100 at $57.86.

3. This footnote sets forth additional detail with respect to the transactions described in Footnote 2, as follows: 5,600 shares at $57.85; 200 at $57.84; 100 at $57.83; 1,200 at $57.82; 1,400 at $57.81; 5,060 at $57.80; 640 at $57.79; 5,900 at $57.78; 100 at $57.77; 800 at $57.76; 3,800 at $57.75; 2,900 at $57.74; 2,000 at $57.73; 5,210 at $57.72; 990 at $57.71; and 5,100 at $57.70; 2,600 at $57.69; 3,300 at $57.68; 1,000 at $57.67; 4,150 at $57.66; 2,700 at $57.65; 2,600 at $57.64; 3,800 at $57.63; 3,050 at $57.62; 6,500 at $57.61; 6,500 at $57.60; 2,800 at $57.59; 4,600 at $57.58; 29,586 at $57.57; 6,600 at $57.56; 12,100 at $57.55; 2,100 at $57.54; 2,500 at $57.53; 2,600 at $57.52; 2,900 at $57.51; 3,300 at $57.50; 2,900 at $57.49; 3,800 at $57.48; 2,200 at $57.47; 1,500 at $57.46; 1,300 at $57.45; 500 at $57.43; 200 at $57.42; 9,200 at $57.41; 3,700 at $57.40; and 1,000 at $57.39.

4. This footnote sets forth additional detail with respect to the transactions described in Footnote 2, as follows: 1,500 shares at $57.38; 1,100 at $57.37; 400 at $57.36; 3,400 at $57.35; 900 at $57.34; 2,200 at $57.33; 3,845 at $57.32; 2,800 at $57.31; 60,969 at $57.30; 1,800 at $57.29; 3,400 at $57.28; 7,000 at $57.27; 3,800 at $57.26; 17,500 at $57.25; 1,000 at $57.24; 400 at $57.23; 400 at $57.22; 400 at $57.21; 600 at $57.20; 200 at $57.19; 1,200 at $57.18; 400 at $57.17; 1,800 at $57.16; 2,700 at $57.15; 1,900 at $57.14; 600 at $57.13; 2,000 at $57.12; 3,100 at $57.11; 7,900 at $57.10; 4,400 at $57.09; 2,100 at $57.08; 1,600 at $57.07; 1,400 at $57.06; 3,600 at $57.05; 3,000 at $57.04; 3,200 at $57.03; 2,700 at $57.02; 2,700 at $57.01; and 32,300 at $57.00. The weighted average sales price for these transactions and those set out in Footnotes 2 and 3 was $57.53 per share.

5. Shares are held in The Nabeel Gareeb Trust II.

6. The option to purchase 1,000,000 shares of common stock was awarded on March 26, 2002 pursuant to Rule 16b-3 and became exercisable in full at an exercise price of $4.99 per share on April 8, 2006.

	/s/ Nabeel Gareeb	05/09/2007
	** Signature of Reporting Person	Date
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