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^*

Knoch Mark S

(Last)

(First)

(Middle)

401 RIVER OAKS PKWY

(Street)

SAN JOSE

95134

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WJ COMMUNICATIONS INC [ WJCI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2008

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	02/22/2008		M		7,056	A	$0⁽¹⁾	128,825	D
Common Stock	02/22/2008		M		7,200	A	$0⁽¹⁾	136,025⁽²⁾	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	$0⁽⁴⁾	02/22/2008		M			7,056	08/10/2010⁽³⁾	⁽³⁾	Common Stock	7,056	$0	71,288	D
Restricted Stock Unit	$0⁽⁴⁾	02/22/2008		M			7,200	07/30/2011⁽⁵⁾	⁽⁵⁾	Common Stock	7,200	$0	92,800	D

Explanation of Responses:

1. Shares of common stock issued without payment upon settlement of newly vested restricted stock units.

2. This amounts represents the following items for the reporting person; (a) 14,285 shares acquired pursuant to the terms of the Company's Employee Stock Purchase Plan; (b) 150,000 shares of common stock issued without payment for restricted stock that vested solely based on meeting certain performance criteria offset by 54,614 shares withheld by the Company to cover tax withholding obligations for the vested units; (c) 33,912 shares of common stock issued without payment for vested restricted stock units offset by 7,558 shares to cover tax withholding obligations for the vested units.

3. The restricted stock units shall vest on August 10, 2010 if the reporting person has continued to be actively employed by the Company through that date. The reporting person received on an accelerated basis a portion of such shares at the end of the fiscal 6-month period ended 12-31-2007, based on the extent to which the Company satisfied its corporate performance objectives for that 6-month fiscal period.

4. Each restricted stock unit represents a contingent right to receive one share without payment of WJ Communications Inc. common stock.

5. The restricted stock units shall vest on July 30, 2011 if the reporting person has continued to be actively employed by the Company through that date. The reporting person received on an accelerated basis a portion of such shares at the end of the fiscal 6-month period ended 12-31-2007, based on the extent to which the Company satisfied its corporate performance objectives for that 6-month fiscal period.

	/s/ Rainer N. Growitz by Power of Attorney	02/26/2008
	** 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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