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^*

MacDonald Bruce

(Last)

(First)

(Middle)

LTX-CREDENCE CORPORATION

825 UNIVERSITY AVENUE

(Street)

NORWOOD

02062

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LTX-CREDENCE CORP [ LTXC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/08/2010

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	10/08/2010		F		1,588	D	$6.11⁽²⁾	60,487⁽¹⁾	D
Common Stock	10/08/2010		F		1,588	D	$6.11⁽³⁾	58,899	D
Common Stock	10/08/2010		F		2,620	D	$6.11⁽⁴⁾	56,279	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)

Explanation of Responses:

1. As of September 30, 2010, LTX-Credence Corporation effected a three-for-one reverse stock split, which is reflected in the share numbers. All previously reported exercise prices, option grants and similar instruments convertible into common stock have been proportionately adjusted to reflect the reverse split.

2. Each restricted stock unit represents the right to receive one share of LTX-Credence common stock. These restricted stock unit awards (RSUs) were originally granted on September 13, 2006 with performance based vesting. On October 8, 2008, the vesting of the RSUs was amended in consideration of waiver of rights under a change of control employment agreement to provide that 40% vested on October 8, 2008; 30% vested on October 8, 2009 and the remaining balance vested on October 8, 2010. The disposition of common stock described in this filing reflects the amount of shares of common stock withheld for tax withholding purposes.

3. Each restricted stock unit represents the right to receive one share of LTX-Credence common stock. Under the terms of the RSUs: 25% of the units vested on October 8, 2009; 25% vested on October 8, 2010 and the remaining units will vest in two equal annual installments starting on October 8, 2011. The disposition of common stock described in this filing reflects the amount of shares of common stock withheld for tax withholding purposes.

4. Each restricted stock unit represents the right to receive one share of LTX-Credence common stock. Under the terms of the RSUs: 33% of the units vested on October 8, 2009; 33% of the remaining units will vest on October 8, 2010 and 34% will vest on October 8, 2011. The disposition of common stock described in this filing reflects the amount of shares of common stock withheld for tax withholding purposes.

	/s/ Bruce MacDonald	10/12/2010
	** 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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