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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
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*
HAMDY ESMAT Z

(Last) (First) (Middle)
2061 STIERLIN COURT

(Street)
MOUNTAIN VIEW CA 94043

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ACTEL CORP [ ACTL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Sr. VP Technology & Operations
3. Date of Earliest Transaction (Month/Day/Year)
11/02/2010
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)
Code V Amount (A) or (D) Price
Common Stock 11/02/2010 U 58,988 D $20.88 0 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $13.08 11/02/2010 D 16,875 03/02/2010 03/12/2018 Common Stock 16,875 (1) 0 D
Stock Option (Right to Buy) $13.08 11/02/2010 D 16,875 03/02/2012 03/12/2018 Common Stock 16,875 (2) 0 D
Stock Appreciation Right $15.3 11/02/2010 D 16,875 04/01/2012 05/04/2020 Common Stock 16,875 (10) 0 D
Stock Appreciation Right $15.3 11/02/2010 D 16,875 04/01/2014 05/04/2020 Common Stock 16,875 (11) 0 D
Restricted Stock Unit (20) 11/02/2010 D 4,500 05/04/2010 05/03/2020 Common Stock 4,500 (16) 0 D
Stock Option (Right to Buy) $11.05 11/02/2010 D 16,875 03/02/2009 10/26/2017 Common Stock 16,875 (3) 0 D
Stock Option (Right to Buy) $11.05 11/02/2010 D 16,875 03/02/2011 10/26/2017 Common Stock 16,875 (4) 0 D
Stock Option (Right to Buy) $14.77 11/02/2010 D 16,875 03/03/2008 03/03/2016 Common Stock 16,875 (5) 0 D
Stock Option (Right to Buy) $14.77 11/02/2010 D 16,875 03/03/2010 03/03/2016 Common Stock 16,875 (6) 0 D
Stock Option (Right to Buy) $15.7 11/02/2010 D 45,000 01/07/2009 01/07/2015 Common Stock 45,000 (7) 0 D
Stock Option (Right to Buy) $15.15 11/02/2010 D 20,000 08/01/2005 01/28/2013 Common Stock 20,000 (8) 0 D
Stock Option (Right to Buy) $15.15 11/02/2010 D 20,000 08/01/2007 01/28/2013 Common Stock 20,000 (9) 0 D
Restricted Stock Unit (20) 11/02/2010 D 4,500 05/01/2009 04/30/2019 Common Stock 4,500 (17) 0 D
Restricted Stock Unit (20) 11/02/2010 D 2,250 03/12/2008 03/11/2018 Common Stock 2,250 (18) 0 D
Restricted Stock Unit (20) 11/02/2010 D 1,125 10/26/2007 10/25/2017 Common Stock 1,125 (19) 0 D
Stock Appreciation Right $11.02 11/02/2010 D 3,800 11/03/2010 02/09/2020 Common Stock 3,800 (12) 0 D
Stock Appreciation Right $11.02 11/02/2010 D 3,800 01/02/2011 02/09/2020 Common Stock 3,800 (13) 0 D
Stock Appreciation Right $12.46 11/02/2010 D 16,875 04/01/2011 05/01/2019 Common Stock 16,875 (14) 0 D
Stock Appreciation Right $12.46 11/02/2010 D 16,875 04/01/2013 05/01/2019 Common Stock 16,875 (15) 0 D
Explanation of Responses:
1. Pursuant to the merger agreement between the issuer, Microsemi Corporation ("Microsemi") and Artful Acquisition Corp., ("Artful") (the "Merger Agreement"), and in connection with the completion of a cash tender offer by Artful to purchase all of issuer's issued and outstanding common stock, (the "Tender Offer"), this option was assumed and exchanged for an option to purchase 17,709 shares of Microsemi common stock at an exercise price per share of $12.47.
2. Pursuant to the Merger Agreement and in connection with the Tender Offer, this option was assumed and exchanged for an option to purchase 17,709 shares of Microsemi common stock at an exercise price per share of $12.47.
3. Pursuant to the Merger Agreement and in connection with the Tender Offer, this option was assumed and exchanged for an option to purchase 17,709 shares of Microsemi common stock at an exercise price per share of $10.53.
4. Pursuant to the Merger Agreement and in connection with the Tender Offer, this option was assumed and exchanged for an option to purchase 17,709 shares of Microsemi common stock at an exercise price per share of $10.53.
5. Pursuant to the Merger Agreement and in connection with the Tender Offer, this option was assumed and exchanged for an option to purchase 17,709 shares of Microsemi common stock at an exercise price per share of $14.08.
6. Pursuant to the Merger Agreement and in connection with the Tender Offer, this option was assumed and exchanged for an option to purchase 17,709 shares of Microsemi common stock at an exercise price per share of $14.08.
7. Pursuant to the Merger Agreement and in connection with the Tender Offer, this option was assumed and exchanged for an option to purchase 47,225 shares of Microsemi common stock at an exercise price per share of $14.97.
8. Pursuant to the Merger Agreement, and in connection with the Tender Offer, this option was assumed and exchanged for an option to purchase 20,989 shares of Microsemi common stock at an exercise price per share of $14.44.
9. Pursuant to the Merger Agreement and in connection with the Tender Offer, this option was assumed and exchanged for an option to purchase 20,989 shares of Microsemi common stock at an exercise price per share of $14.44.
10. Pursuant to the Merger Agreement and in connection with the Tender Offer, this Stock Appreciation Rights ("SAR") was assumed and exchanged for an SAR with respect to 17,709 shares of Microsemi common stock at an exercise price per share of $14.58.
11. Pursuant to the Merger Agreement and in connection with the Tender Offer, this SAR was assumed and exchanged for an SAR with respect to 17,709 shares of Microsemi common stock at an exercise price per share of $14.58.
12. Pursuant to the Merger Agreement and in connection with the Tender Offer, this SAR was assumed and exchanged for an SAR with respect to 3,987 shares of Microsemi common stock at an exercise price per share of $10.51.
13. Pursuant to the Merger Agreement and in connection with the Tender Offer, this SAR was assumed and exchanged for an SAR with respect to 3,987 shares of Microsemi common stock at an exercise price per share of $10.51.
14. Pursuant to the Merger Agreement and in connection with the Tender Offer, this SAR was assumed and exchanged for an SAR with respect to 17,709 shares of Microsemi common stock at an exercise price per share of $11.88.
15. Pursuant to the Merger Agreement and in connection with the Tender Offer, this SAR was assumed and exchanged for an SAR with respect to 17,709 shares of Microsemi common stock at an exercise price per share of $11.88.
16. Pursuant to the Merger Agreement and in connection with the Tender Offer, this Restricted Stock Unit ("RSU") was assumed by Microsemi and exchanged for an RSU covering 4,722 shares of Microsemi common stock.
17. Pursuant to the Merger Agreement and in connection with the Tender Offer, this RSU was assumed by Microsemi and exchanged for an RSU covering 4,722 shares of Microsemi common stock.
18. Pursuant to the Merger Agreement and in connection with the Tender Offer, this RSU was assumed by Microsemi and exchanged for an RSU covering 2,361 shares of Microsemi common stock.
19. Pursuant to the Merger Agreement and in connection with the Tender Offer, this RSU was assumed by Microsemi and exchanged for an RSU covering 1,125 shares of Microsemi common stock.
20. Each Restricted Stock Unit ("RSU") represented a contingent right to receive one share of issuer common stock.
/s/ Esmat Z. Hamdy 11/04/2010
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.