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*
BYRNES PETER S
(Last) (First) (Middle)
80 ARKAY DRIVE
(Street)
HAUPPAUGE NY 11788
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
STANDARD MICROSYSTEMS CORP [ SMSC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Vice President
3. Date of Earliest Transaction (Month/Day/Year)
12/20/2005
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)
Code V Amount (A) or (D) Price
Common Stock(3) 12/20/2005 A 525 A $0 12,293 D
Common Stock 12/20/2005 M 1,761 A $12.69 14,054 D
Common Stock 12/20/2005 S 1,761 D $30.984 12,293 D
Common Stock(6) 12/21/2005 M 10,000 A $17.1 12,293 D
Common Stock 12/21/2005 D 10,000 D $30.3 12,293 D
Common Stock 12/22/2005 M 6,239 A $12.69 18,532 D
Common Stock 12/22/2005 S 6,239 D $30.3941 12,293 D
Common Stock 12/22/2005 M 2,500 A $14.093 14,793 D
Common Stock 12/22/2005 S 2,500 D $30.3941 12,293 D
Common Stock 12/22/2005 M 8,000 A $14.49 20,293 D
Common Stock 12/22/2005 S 8,000 D $30.3941 12,293 D
Common Stock 12/22/2005 M 7,500 A $19.92 19,793 D
Common Stock 12/22/2005 S 7,500 D $30.3941 12,293 D
Common Stock 3,989(4) I By Trust(1)
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
Employee Stock Option (Right to Buy) $12.69 12/20/2005 M 1,761 04/09/2004(2) 04/09/2013 Common Stock 1,761 $12.69 18,239 D
Stock Appreciation Right $17.1 12/21/2005 M 10,000 09/29/2005(5) 09/29/2014 Common Stock 0 $17.1 40,000(4) D
Employee Stock Option (Right to Buy) $12.69 12/22/2005 M 6,239 04/09/2004(2) 04/09/2013 Common Stock 6,239 $12.69 12,000(4) D
Employee Stock Option (Right to Buy) $14.093 12/22/2005 M 2,500 04/04/2001(5) 04/04/2010 Common Stock 2,500 $14.093 0 D
Employee Stock Option (Right to Buy) $14.49 12/22/2005 M 8,000 04/23/2002(2) 04/23/2011 Common Stock 8,000 $14.49 4,000(4) D
Employee Stock Option (Right to Buy) $19.92 12/22/2005 M 7,500 09/04/2004(5) 09/04/2013 Common Stock 7,500 $19.92 7,500(4) D
Explanation of Responses:
1. Held in Incentive Savings and Retirement Plan as of 12/20/05.
2. Exercisable in five equal annual installments, the first occurring on the date shown.
3. Grant of Restricted stock.
4. Mr. Byrnes has a total of 23,500 options with the right to buy Standard Microsystems Corporation common stock and a total of 40,000 stock appreciation rights after reflecting all transactions reported on this Form 4. He also owns 16,282 shares of SMSC stock, including 3,989 shares in the SMSC Incentive Savings and Retirment Plan Trust.
5. Exercisable in four equal annual installments, the first occurring on the date shown.
6. Reflects the exercise of a stock appreciation right; no common stock was actually issued to the reporting person.
Michael LaBosco (as Attorney-in-Fact) 12/21/2005
** 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).
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