SEC Form 4
Washington, D.C. 20549


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 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*

(Last) (First) (Middle)


(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, AMS Products Group
3. Date of Earliest Transaction (Month/Day/Year)
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 41,020.29(1) D
Common Stock 04/01/2011 S 2,667.74(2) D $12.4867 38,352.55(3) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Deferred Stock Units $0 04/01/2011 M 22,500 04/01/2012(4) 04/01/2015 Common Stock 22,500 $0 22,500 D
Stock Options $12.35 04/01/2011 M 67,500 04/01/2012(5) 04/01/2018 Common Stock 67,500 $12.35 67,500 D
Performance-based Deferred Stock Units(6) $0 04/01/2011 M 22,267 04/01/2013(7) 04/01/2014 Common Stock 22,267(8) $0 22,267(8) D
Performance-based Stock Options(6) $12.35 04/01/2011 M 66,802 04/01/2013(7) 04/01/2018 Common Stock 66,802(8) $12.35 66,802(8) D
Explanation of Responses:
1. Includes a total of 2667.74 shares of Intersil Common Stock that was purchased on March 31, 2011 on behalf of recipient (1401.73 shares) and recipient's spouse (1266.01 shares) through participation in the Company's Employee Stock Purchase Plan.
2. A total of 2,667.74 shares were sold automatically on April 1, 2011 in compliance with Intersil's Employee Stock Purchase Plan "Quick Sale" Program in which recipient and her spouse both participate.
3. The number of shares beneficially owned includes 10225.61 shares of Intersil Common Stock held by recipient's spouse.
4. Deferred Stock Units will vest at a rate of 25% annually on each anniversary date of the grant.
5. Stock options will vest and become exercisable over a 4-year period as follows: 25% on the first anniversary of the grant date and then quarterly at a rate of 6.25% per quarter for twelve (12) quarters.
6. This grant has been issued under the Company's Market Stock Units Program ("MSU Program"), a performance-based equity program as described in the Company's Form 8-K filing dated March 11, 2011.
7. Dependent upon the Company's performance, 50% of the grant will become vested on April 1, 2013 and 50% will become vested on April 1, 2014.
8. Under the MSU Program, depending on the Company's performance, the minimum amount payable to recipient upon vesting is zero and the maximmum amount payable upon vesting is 150% of the recipient's equity grant.
Debbie Ceraolo-Johnson by Power of Attorney 04/05/2011
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.