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^*

BURRA JAMES P

(Last)

(First)

(Middle)

200 FLYNN ROAD

(Street)

CAMARILLO

93012-8790

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SEMTECH CORP [ SMTC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/02/2005

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	12/02/2005		M		28,000	A	$4.4219	63,000	D
Common Stock	12/02/2005		S		1,000	D	$20.4922	62,000	D
Common Stock	12/02/2005		S		1,000	D	$20.49	61,000	D
Common Stock	12/02/2005		S		1,000	D	$20.4862	60,000	D
Common Stock	12/02/2005		S		2,000	D	$20.48	58,000	D
Common Stock	12/02/2005		S		1,000	D	$20.4763	57,000	D
Common Stock	12/02/2005		S		1,000	D	$20.47	56,000	D
Common Stock	12/02/2005		S		1,000	D	$20.4505	55,000	D
Common Stock	12/02/2005		S		5,000	D	$20.45	50,000	D
Common Stock	12/02/2005		S		1,000	D	$20.4467	49,000	D
Common Stock	12/02/2005		S		1,000	D	$20.437	48,000	D
Common Stock	12/02/2005		S		1,000	D	$20.4315	47,000	D
Common Stock	12/02/2005		S		4,000	D	$20.43	43,000	D
Common Stock	12/02/2005		S		1,000	D	$20.4232	42,000	D
Common Stock	12/02/2005		S		1,000	D	$20.4172	41,000	D
Common Stock	12/02/2005		S		1,000	D	$20.4137	40,000	D
Common Stock	12/02/2005		S		1,000	D	$20.41	39,000	D
Common Stock	12/02/2005		S		1,000	D	$20.4082	38,000	D
Common Stock	12/02/2005		S		1,000	D	$20.4057	37,000	D
Common Stock	12/02/2005		S		2,000	D	$20.4	35,000	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)	$4.4219	12/02/2005		M			28,000	⁽¹⁾	07/01/2008	Common Stock	28,000	$0	0	D

Explanation of Responses:

1. This option vested in three equal annual installments on July 1, 1999, 2000 and 2001.

Remarks:

	James P. Burra by Suzanna Fabos under Power of Attorney dated August 31, 2000 (copy on file)	12/05/2005
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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