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^*

SNEIDER RICHARD

(Last)

(First)

(Middle)

C/O KOPIN CORPORATION

200 JOHN HANCOCK ROAD

(Street)

TAUNTON

02780-7331

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KOPIN CORP [ KOPN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
03/28/2008

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	03/28/2008		F⁽⁴⁾		1,826	D	$2.73	130,405⁽⁵⁾	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)
Employee Stock Option (right to buy)	$4.8125	03/28/2008		D⁽³⁾			11,434	⁽²⁾	06/15/2009	Common Stock	11,434	⁽³⁾	0	D
Employee Stock Option (right to buy)	$5.48	03/28/2008		A⁽³⁾		11,434		⁽²⁾	06/15/2009	Common Stock	11,434	⁽³⁾	11,434	D
Employee Stock Option (right to buy)	$10.5	03/28/2008		D⁽³⁾			40,000	⁽²⁾	10/29/2009	Common Stock	40,000	⁽³⁾	0	D
Employee Stock Option (right to buy)	$18.88	03/28/2008		A⁽³⁾		40,000		⁽²⁾	10/29/2009	Common Stock	40,000	⁽³⁾	40,000	D
Employee Stock Option (right to buy)	$23.81	03/28/2008		D⁽³⁾			60,000	⁽²⁾	04/12/2010	Common Stock	60,000	⁽³⁾	0	D
Employee Stock Option (right to buy)	$27.25	03/28/2008		A⁽³⁾		60,000		⁽²⁾	04/12/2010	Common Stock	60,000	⁽³⁾	60,000	D
Employee Stock Option (right to buy)	$10.25	03/28/2008		D⁽³⁾			50,000	⁽²⁾	11/30/2010	Common Stock	50,000	⁽³⁾	0	D
Employee Stock Option (right to buy)	$13	03/28/2008		A⁽³⁾		50,000		⁽²⁾	11/30/2010	Common Stock	50,000	⁽³⁾	50,000	D
Employee Stock Option (right to buy)	$5.04	03/28/2008		D⁽³⁾			50,000	⁽²⁾	04/17/2011	Common Stock	50,000	⁽³⁾	0	D
Employee Stock Option (right to buy)	$12.16	03/28/2008		A⁽³⁾		50,000		⁽²⁾	04/17/2011	Common Stock	50,000	⁽³⁾	50,000	D
Employee Stock Option (right to buy)	$9.39	03/28/2008		D⁽³⁾			50,000	⁽²⁾	09/17/2011	Common Stock	50,000	⁽³⁾	0	D
Employee Stock Option (right to buy)	$14.6	03/28/2008		A⁽³⁾		50,000		⁽²⁾	09/17/2011	Common Stock	50,000	⁽³⁾	50,000	D
Employee Stock Option (right to buy)	$14.6	03/28/2008		D⁽¹⁾		33,378		⁽²⁾	09/17/2011	Common Stock	33,378	⁽¹⁾	16,622	D

Explanation of Responses:

1. On March 28, 2008, the reporting person surrendered to the issuer vested options to purchase an aggregate of 33,378 shares of common stock, of which this surrendered option is a part. The reporting person surrendered the options pursuant to a remediation plan by the issuer in connection with the issuer's review of its stock option practices and related accounting. When the reporting person agreed to surrender the options, the options surrendered had a value, based on a Black-Scholes-Merton calculation and using the same assumptions the issuer uses when preparing its financial statements, equal to approximately $20,213. The reporting person entered into an Option Surrender Agreement with the issuer on March 28, 2008.

2. The option is fully vested and immediately exercisable.

3. The two reported transactions involved an amendment of an outstanding option to adjust the exercise price of the option, resulting in the deemed cancellation of the old option and the grant of the replacement option. The issuer amended certain outstanding options pursuant to a remediation plan by the issuer in connection with the issuer's review of its stock option practices and related accounting.

4. The reporting person surrendered a portion of vested shares that were subject to a restricted stock purchase agreement as payment of withholding taxes due as a result of vesting of restricted stock.

5. On December 29, 2006, the reporting person inadvertently filed a Form 4 reporting the surrender of 1588 shares of common stock. Such surrender of shares had previously been reported on December 11, 2006, the initial vesting date of the restricted stock award, and was properly reported on a Form 4 filed on December 13, 2006. As a result, the reporting person's ownership was understated by 1588 shares. This filing reflects the corrected number of shares of common stock.

	/s/ John Concannon, as attorney in fact	03/31/2008
	** 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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