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^*

LONDON KEVIN B

(Last)

(First)

(Middle)

C/O CORP SEC'Y, FAIRCHILD SEMICONDUCTOR

82 RUNNING HILL ROAD

(Street)

SOUTH PORTLAND

04106

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FAIRCHILD SEMICONDUCTOR INTERNATIONAL INC [ FCS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2011

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, par value $.01 per share	02/27/2011		M		2,487	A	$0	14,660	D
Common Stock, par value $.01 per share	02/27/2011		M		4,420	A	$0	19,080	D
Common Stock, par value $.01 per share	02/27/2011		M		1,375	A	$0	20,455	D
Common Stock, par value $.01 per share	02/27/2011		M		2,444	A	$0	22,899	D
Common Stock, par value $.01 per share	02/28/2011		F		3,376	D	$17.61	19,523	D
Common Stock, par value $.01 per share	03/01/2011		M		5,000	A	$0	24,523	D
Common Stock, par value $.01 per share	03/01/2011		M		10,001	A	$0	34,524	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 Unit	⁽¹⁾	02/27/2011		M			2,487	⁽²⁾	⁽²⁾	Common Stock, par value $.01 per share	2,487	$0	4,974	D
Performance Unit	⁽¹⁾	02/27/2011		M			4,420	⁽⁴⁾	⁽⁴⁾	Common Stock, par value $.01 per share	4,420	$0	4,420⁽³⁾	D
Restricted Stock Unit	⁽¹⁾	02/27/2011		M			1,375	⁽²⁾	⁽²⁾	Common Stock, par value $.01 per share	1,375	$0	2,750	D
Performance Unit	⁽¹⁾	02/27/2011		M			2,444	⁽⁴⁾	⁽⁴⁾	Common Stock, par value $.01 per share	2,444	$0	2,443⁽³⁾	D
Restricted Stock Unit	⁽¹⁾	02/28/2011		A		20,000		⁽²⁾	⁽²⁾	Common Stock, par value $.01 per share	20,000	$0	20,000	D
Performance Unit	⁽¹⁾	02/28/2011		A		20,000⁽⁵⁾		⁽⁴⁾	⁽⁴⁾	Common Stock, par value $.01 per share	20,000⁽⁵⁾	$0	20,000	D
Restricted Stock Unit	⁽¹⁾	03/01/2011		M			5,000	⁽²⁾	⁽²⁾	Common Stock, par value $.01 per share	5,000	$0	15,000	D
Performance Unit	⁽¹⁾	03/01/2011		M			10,001	⁽⁴⁾	⁽⁴⁾	Common Stock, par value $.01 per share	10,001	$0	20,000⁽³⁾	D

Explanation of Responses:

1. This footnote is inserted only to meet technical requirements of the SEC. Restricted Stock Units and Performance Units cannot be assigned an exercise price.

2. Restricted Stock Units vest in 25% increments on each of the first four anniversaries of the date of grant, or earlier upon certain events. Vested Restricted Stock Units result in the delivery of one share per unit promptly following the vesting date.

3. Reported number of units disposed of, and reported balance following this transaction, each reflect the respective number of performance units granted as a result of the performance goal attained for the measurement period.

4. Performance Units vest in the following increments, or earlier upon certain events: 33% on the first anniversary of the grant date; 33% on the second anniversary of the grant date and 34% on the third anniversary of the grant date. Performance Units have no expiration date. Vested Performance Units result in delivery of the underlying shares of common stock. All the Performance Units are forfeited if the company fails to achieve the minimum performance target.

5. Reported number of Performance Units acquired, and amount of underlying securities reported, are based on company attaining 100% performance target. If company achieves 150% target or higher, reporting person will receive 150% times the reported number. If company fails to achieve 50% target, the reporting person will receive no Performance Units. If company's performance falls between two of the 50%, 100% or 150% targets, reporting person will receive a number of shares determined according to linear interpolation.

Remarks:

	/s/ Paul D. Delva (Attorney-in-fact)	03/01/2011
	** 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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