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^*

HILL RICHARD

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NOVELLUS SYSTEMS INC [ NVLS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2008

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	04/30/2008		J		269⁽¹⁾	A	$18.581⁽²⁾	322,591	D
Common Stock	10/31/2008		J		372⁽¹⁾	A	$13.43⁽³⁾	322,963	D
Common Stock	12/13/2008		M		375⁽⁴⁾	A	$12.53⁽⁵⁾	11,949	I	By Spouse
Common Stock	12/13/2008		F		134⁽⁶⁾	D	$12.53⁽⁵⁾	11,815	I	By Spouse
Common Stock	12/13/2008		M		125⁽⁴⁾	A	$12.53⁽⁵⁾	11,940	I	By Spouse
Common Stock	12/13/2008		F		44⁽⁶⁾	D	$12.53⁽⁵⁾	11,897⁽⁷⁾	I	By Spouse
Common Stock								1,533⁽⁸⁾	I	By 401K

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)
Non-Qualified Stock Option	$12.47⁽⁹⁾	12/18/2008		A		3,975		⁽¹⁰⁾	12/18/2018	Common Stock	3,975	$12.47	3,975	I	By Spouse
Restricted Stock Unit	$0⁽¹¹⁾	12/18/2008		A		3,175		⁽¹⁰⁾	12/18/2012	Common Stock	3,175	$0	3,175	I	By Spouse

Explanation of Responses:

1. Shares were acquired pursuant to the Company's Section 423 ESPP.

2. Represents the ESPP purchase price/85% of Company's closing stock price on 4/30/08.

3. Represents the ESPP purchase price/85% of Company's closing stock price on 10/31/08.

4. Represents derivative securities that were converted to common stock through the vesting of a Restricted Stock Unit for Mrs. Hill.

5. Represents the Company's closing stock price on date of release of the Restricted Stock Unit.

6. Shares were forfeited to cover tax obligation upon vesting of the Restricted Stock Unit for Mrs. Hill.

7. The indirect holdings by Mrs. Hill include 1,361 estimated shares held in the Company's 401K unitized stock fund. This balance is reported as of the last business day. The remaining shares are held in Common Stock and unvested Restricted Stock Awards.

8. Indirect holdings in the 401K are held in the Company's unitized stock fund. The balance is reported as of the last business day.

9. Represents the Company's closing stock price on date of grant.

10. The grant vests in four annual equal installments beginning December 18, 2009.

11. Each Restricted Stock Unit represents a contingent right to receive one share of NVLS Common Stock.

	Richard Hill	12/22/2008
	** 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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