SEC FORM 3/A

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

LUDWIG MICHAEL M

(Last)

(First)

(Middle)

7005 SOUTHFRONT ROAD

(Street)

LIVERMORE

94551

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/16/2011

3. Issuer Name and Ticker or Trading Symbol
FORMFACTOR INC [ FORM ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SR VP, CFO

5. If Amendment, Date of Original Filed (Month/Day/Year)
05/18/2011

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	⁽¹⁾	⁽²⁾	Common Stock	32,250⁽³⁾	$0	D

Explanation of Responses:

1. The original Form 3 reported vesting and exercisability for the Restricted Stock Unit (RSU) award issued to Mr. Ludwig on April 29, 2011. The form did not report vesting and exercisability for the Restricted Stock Unit (RSU) award issued to Mr. Ludwig on April 29, 2010. The correct reporting is as follows: (a) Restricted Stock Units issued April 29, 2010 vest and are exercisable in four equal annual installments on each April 29 of 2011, 2012, 2013, and 2014. (b) Restricted Stock Units issued April 29, 2011 vest and are exercisable in four equal annual installments on each April 29 of 2012, 2013, 2014, and 2015. If the applicable vest date is not on a market trading day during an open trading window the units will be released thereafter on the first market trading day during an open trading window under the Issuer's insider trading policy.

2. If the reporting person's employment is terminated for any reason before an applicable Vesting Date, all options and/or restricted stock units that have not yet vested shall be forfeited without consideration, except as provided in the change of control severance agreement and any other agreements regarding award vesting and exercisability between the reporting person and Issuer, which agreements or form agreements are filed with the SEC.

3. This amended Form 3 is being filed in conjunction with the vesting and exercisability restatement found in Footnote (1), to correct the total number of securities underlying the Restricted Stock Unit (RSU) awards issued to Mr. Ludwig. The total underlying securities were originally reported as 33,000 units. The correct number of underlying securities was 32,250 units due to an RSU release processed prior to Mr. Ludwig becoming a Section 16 reporting person. As a result of the incorrect number of securities being reported on the Form 3, the subsequent Form 4 filed on May 4, 2012 also reflected an incorrect number of securities beneficially owned following the reported transactions.

Remarks:

THE CONFIRMING STATEMENT GRANTING THE ATTORNEY-IN-FACT THE AUTHORITY TO EXECUTE AND FILE THIS AMENDED FORM 3 HAS BEEN PREVIOUSLY FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.

	By: /s/ Stuart L Merkadeau, Attorney-in-Fact For: Michael M. Ludwig	07/27/2012
	** 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 5 (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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