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) 05/08/2007
	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	05/08/2007		M		176,000	A	$4.99	276,000	I	Trust(6)
Common Stock	05/08/2007		M		150,000	A	$12.25	426,000	I	Trust(6)
Common Stock	05/08/2007		M		112,500	A	$8.45	538,500	I	Trust(6)
Common Stock	05/08/2007		M		75,000	A	$11.93	613,500	I	Trust(6)
Common Stock	05/08/2007		S(1)		513,500(2)(3)(4)(5)	D	$57.87(2)(3)(4)(5)	100,000	I	Trust(6)

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)(7)	$4.99	05/08/2007		M			176,000	(7)	03/26/2012	Common Stock	176,000	$0	0	I	Trust(6)
Non-Qualified Stock Option (right to buy)(8)	$12.25	05/08/2007		M			150,000	(8)	04/25/2013	Common Stock	150,000	$0	0	I	Trust(6)
Non-Qualified Stock Option (right to buy)(9)	$8.45	05/08/2007		M			112,500	(9)	04/27/2014	Common Stock	112,500	$0	37,500	I	Trust(6)
Non-Qualified Stock Option (right to buy)(10)	$11.93	05/08/2007		M			75,000	(10)	05/02/2015	Common Stock	75,000	$0	75,000	I	Trust(6)

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 8, 2007, as follows and as described in Footnotes 3, 4 and 5 below: 100 shares at $59.17; 700 at $59.15; 500 at $59.14; 600 at $59.13; 1,800 at $59.12; 700 at $59.11; 200 at $59.10; 1,100 at $59.09; 1,000 at $59.08; 3,300 at $59.07; 600 at $59.05; 100 at $59.04; 24,700 at $59.00; 300 at $58.97; 1,200 at $58.96; 600 at $58.95; 12,700 at $58.94; 1,300 at $58.93; 100 at $58.92; 200 at $58.91; 1,100 at $58.90; 100 at $58.85; 7,500 at $58.84; 100 at $58.81; 2,900 at $58.80; 100 at $58.57; 100 at $58.55; 200 at $58.54; 100 at $58.52; 100 at $58.49; 200 at $58.48; 100 at $58.46; 400 at $58.45; 200 at $58.44; 1,200 at $58.43; 1,300 at $58.42; 700 at $58.41; 1,400 at $58.40; 500 at $58.39; 5,000 at $58.38; 4,100 at $58.37; 4,200 at $58.36; 11,200 at $58.35; 31,400 at $58.34; 6,100 at $58.33; 5,700 at $58.32; 2,400 at $58.31; 8,200 at $58.30; 3,600 at $58.29; 3,400 at $58.28; and 3,500 at $58.27.

3. This footnote sets forth additional detail with respect to the transactions described in Footnote 2, as follows: 1,600 shares at $58.26; 15,600 at $58.25; 900 at $58.24; 700 at $58.23; 400 at $58.22; 300 at $58.21; and 900 at $58.20; 600 at $58.19; 300 at $58.18; 300 at $58.17; 100 at $58.16; 200 at $58.15; 200 at $58.14; 100 at $58.13; 100 at $58.12; 600 at $58.11; 2,500 at $58.10; 100 at $58.09; 500 at $58.08; 100 at $58.07; 300 at $58.06; 8,200 at $58.05; 100 at $58.04; 2,000 at $58.03; 1,000 at $58.02; 2,700 at $58.01; 27,500 at $58.00; 3,200 at $57.99; 800 at $57.98; 700 at $57.97; 100 at $57.96; 2,000 at $57.95; 500 at $57.94; 600 at $57.92; 300 at $57.91; 1,500 at $57.90; 400 at $57.89; 500 at $57.88; 800 at $57.87; 900 at $57.86; 6,800 at $57.85; 200 at $57.84; 400 at $57.83; 6,105 at $57.82; 12,400 at $57.80; 600 at $57.78; 4,700 at $57.77; 1,200 at $57.76; 12,595 at $57.75; 4,300 at $57.74; 600 at $57.73; 2,300 at $57.72; 2,700 at $57.71; and 17,900 at $57.70.

4. This footnote sets forth additional detail with respect to the transactions described in Footnote 2, as follows: 100 shares at $57.68; 200 at $57.67; 1,500 at $57.65; 100 at $57.64; and 100 at $57.60; 100 at $57.59; 5,800 at $57.58; 400 at $57.57; 1,300 at $57.56; 1,500 at $57.55; 700 at $57.54; 900 at $57.53; 4,500 at $57.52; 4,400 at $57.51; 7,000 at $57.50; 1,200 at $57.49; 900 at $57.48; 700 at $57.47; 500 at $57.46; 400 at $57.45; 100 at $57.43; 100 at $57.42; 300 at $57.41; 14,600 at $57.40; 9,200 at $57.39; 600 at $57.38; 3,000 at $57.37; 9,100 at $57.36; 9,000 at $57.35; and 400 at $57.34.

5. This footnote sets forth additional detail with respect to the transactions described in Footnote 2, as follows: 500 shares at $57.33; 25,000 at $57.32; 300 at $57.31; 13,300 at $57.30; 600 at $57.29; 400 at $57.28; 200 at $57.27; 1,000 at $57.24; 300 at $57.22; 900 at $57.20; 100 at $57.18; 500 at $57.16; 19,700 at $57.15; 25,000 at $57.05; 300 at $57.01; and 34,800 at $57.00. The weighted average sales price for these transactions and those set out in Footnotes 2, 3 and 4 was $57.87 per share.

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

7. 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.

8. The option to purchase 150,000 shares of common stock was awarded on April 25, 2003 under the MEMC Electronic Materials, Inc. 1995 Equity Incentive Plan in a transaction exempt under Rule 16b-3 and becomes exercisable at an exercise price of $12.25 per share in 25% increments on April 25, 2004, April 25, 2005, April 25, 2006 and April 25, 2007, respectively.

9. The option to purchase 150,000 shares of common stock was awarded on April 27, 2004 under the MEMC Electronic Materials, Inc. 1995 Equity Incentive Plan in a transaction exempt under Rule 16b-3 and becomes exercisable at an exercise price of $8.45 per share in 25% increments on April 27, 2005, April 27, 2006, April 27, 2007 and April 27, 2008, respectively.

10. The option to purchase 150,000 shares of common stock was awarded on May 2, 2005 under the MEMC Electronic Materials, Inc. 2001 Equity Incentive Plan (the "2001 Plan") in a transaction exempt under Rule 16b-3 and becomes exercisable at an exercise price of $11.93 per share in 25% increments on May 2, 2006, May 2, 2007, May 2, 2008 and May 2, 2009, respectively

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