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^*

HOHENER JOHN W

(Last)

(First)

(Middle)

ONE ENTERPRISE

(Street)

ALISO VIEJO

92614

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MICROSEMI CORP [ MSCC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/08/2016

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)
Microsemi Common Stock	11/08/2016		M		80,773	A	$0	114,954	D
Microsemi Common Stock⁽¹⁾	11/08/2016		S		80,773	D	$46.7992	34,181	D
Microsemi Common Stock⁽²⁾	11/08/2016		A		5,952	A	$0	40,133	D
Microsemi Common Stock	11/08/2016		F		3,106⁽³⁾	D	$47.84	37,027	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)
Performance Rights	⁽⁴⁾	11/08/2016		M			27,303	⁽⁴⁾	⁽⁴⁾	Microsemi Common Stock	27,303	$0	0⁽⁴⁾	D
Performance Rights	⁽⁵⁾	11/08/2016		M			36,108	⁽⁵⁾	⁽⁵⁾	Microsemi Common Stock	36,108	$0	0⁽⁵⁾	D
Performance Rights	⁽⁶⁾	11/08/2016		M			17,362	⁽⁶⁾	⁽⁶⁾	Microsemi Common Stock	17,362	$0	0⁽⁶⁾	D

Explanation of Responses:

1. This transaction was executed pursuant to a 10b5-1 plan.

2. Shares issued by Microsemi as part of the reporting person's bonus for fiscal year 2016.

3. Amount represents shares withheld to satisfy tax withholdings in connection with the vesting of previously awarded restricted stock awards.

4. Each Performance Right represents a right to receive one share of Microsemi common stock. A target of 41,150 Performance Rights was granted on 11/04/2013 and between 0% and 250% of the target number may be earned over a three-year performance period incorporating Microsemi's fiscal year 2014, 2015 and 2016. This transaction reflects the number of shares earned in the third year of the performance period and a total of 61,560 were earned over the three-year performance period.

5. Each Performance Right represents a right to receive one share of Microsemi common stock. A target of 60,179 Performance Rights was granted on 11/03/2014 and between 0% and 270% of the target number may be earned over a three-year performance period incorporating Microsemi's fiscal year 2015, 2016 and 2017. This transaction reflects the number of shares earned in the second year of the performance period and a total of 60,179 were earned in the first two years of the performnce period.

6. Each Performance Right represents a right to receive one share of Microsemi common stock. A target of 43,404 Performance Rights was granted on 10/12/2015 and between 0% and 270% of the target number may be earned over a three-year performance period incorporating Microsemi's fiscal year 2016, 2017 and 2018. This transaction reflects the number of shares earned in the first year of the performance period.

Remarks:

	Mark Lin, Attorney-in-Fact for John W. Hohener	11/10/2016
	** 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).
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