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^*

MITCHELL DOUGLAS M

(Last)

(First)

(Middle)

205 RIDGE DRIVE

(Street)

WOODLAND PARK

80863

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SIMTEK CORP [ SRAM ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO/President/CFO (acting)

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2004

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)
Simtek Corporation Common Stock	06/24/2004		M		104,000	A	$0.502	168,386	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)
Stock Option (Right to Buy)	$0.502	06/22/2004		C			21,000⁽¹⁾	06/24/1997	06/24/2004	Common Stock	21,000	$0.8	949,000	D
Stock Option (Right to Buy)	$0.502	06/22/2004		C			2,500⁽¹⁾	06/24/1997	06/24/2004	Common Stock	2,500	$0.83	946,500	D
Stock Option (Right to Buy)	$0.502	06/22/2004		C			15,000⁽¹⁾	06/24/1997	06/24/2004	Common Stock	15,000	$0.81	931,500	D
Stock Option (Right to Buy)	$0.502	06/24/2004		C			7,500⁽¹⁾	06/24/1997	06/24/2004	Common Stock	7,500	$0.76	924,000	D
Stock Option (Right to Buy)	$0.502	06/22/2004		C			104,000⁽²⁾	06/24/1997	06/24/2004	Common Stock	100,000	$0.502	820,000⁽³⁾	D

Explanation of Responses:

1. Mr. Mitchell exercised 46,000 stock options that were to expire on June 24, 2004. Simtek's Stock Option Plan requires that options be exercised within 7 years of being issued or they will be forfeited,

2. Mr. Mitchell converted 104,000 stock options into shares of Simtek's Common Stock. The options that were converted were due to expire on June 24, 2004. Simtek's Stock Option Plan requires that options be exercised within 7 years of being issued or they will be forfeited.

3. Mr. Mitchell continues to own 820,000 Simtek Stock Options, which are scheduled to expire in 2004 through 2010. After this transaction, Mr. Mitchell will own 164,386 shares of Simtek Corporation Common Stock in addition to the Stock Options he owns.

	/s/ Douglas Mitchell	06/24/2004
	** 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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