MCCONNELL ROBERT G 4

4 · ATMEL CORP · Filed Feb 15, 2005

Form 4

Period: 2005-02-11

VP & GM RF & AUTOMOTIVE BUS.

Transactions

Exercise Out-of-Money
Common Stock
2005-02-14$2.77/sh+7,197$19,943→ 10,195 total
Award
Common Stock Option to buy
2005-02-16$3.29/sh+40,000$131,600→ 40,000 total
Exercise: $3.29From: 2005-08-11Exp: 2015-02-11→ Common Stock (40,000 underlying)

Footnotes (5)

[F1]This is a Non-reportable transaction. The shares were purchased under a 423 Employee Stock Purchase Plan a Sec 16b-3 Non-reportable transaction but is being voluntarily reported in order to justify the increase number of stock under direct ownership. A separate acquisition of the same nature was processed on 8/13/2004; 2,998 shares were acquired @ 2.8645 through the Company Employee Stock Purchase Plan. There were no forms filed during that time therefore the acquisitions was not disclosed until now.
[F2]The purchase price was taken from the opening offering FMV which was 3.26 - 15% = 2.7710.
[F3]12.5% of the total number of shares granted will vest and become exercisable six months from the date of grant, The remaining balance vest and become exercisable over the next forty-two months at a rate of 2.0833% per month of the total shares granted. The Option was granted as an Incentive Stock Option up to the $100,000 limitation. Any shares that did not qualify as an Incentive Stock Option was issued as a Non-Qualified Stock Option.
[F4]The Grant/Exercise price was equal to the closing FMV of the company stock on the day the grant was approved by the board.
[F5]The life of the grant is ten years from the date of grant. It will automatically expire on 2/11/2015.

Documents

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