PAPE JAMES S 4

4 · SUNPOWER CORP · Filed Nov 8, 2011

Form 4

Period: 2011-11-04

President, R & C

Transactions

Exercise/Conversion
Class A Common Stock
2011-11-04+52,501→ 52,501 total
Exercise/Conversion
Performance-Based Restricted Stock Units (PSUs)
2011-11-04−52,501→ 0 total
→ Class A Common Stock (52,501 underlying)
Tax Payment
Class A Common Stock
2011-11-04$8.76/sh−29,325$256,887→ 73,667 total
Tax Payment
Class A Common Stock
2011-11-04$8.76/sh−24,509$214,699→ 27,992 total
Exercise/Conversion
Class A Common Stock
2011-11-04+75,000→ 102,992 total
Award
Performance-Based Restricted Stock Units (PSUs)
2011-11-04+52,501→ 52,501 total
→ Class A Common Stock (52,501 underlying)
Exercise/Conversion
Restricted Stock Units (RSUs)
2011-11-04−35,000→ 0 total
→ Class A Common Stock (35,000 underlying)
Exercise/Conversion
Restricted Stock Units (RSUs)
2011-11-04−40,000→ 0 total
→ Class A Common Stock (40,000 underlying)

Footnotes (6)

[F1]Disposition of shares exempt under Rule 16b-3 as payment of tax liability to Company by delivery or withholding securities incident to vesting of restricted stock shares.
[F2]Each PSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon vesting.
[F3]On January 31, 2011, Reporting Person was awarded a number of PSUs within a preset range, with the actual number contingent upon the achievement of certain performance criteria. Pursuant to Reporting Person's Employment Agreement dated January 26, 2010, PSUs became fully vested as of date of employment termination on November 4, 2011.
[F4]Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon vesting.
[F5]The RSUs vest in three equal installments on each of March 1, 2012, March 1, 2013 and March 1, 2014. Pursuant to Reporting Person's Employment Agreement dated January 26, 2010, RSUs became fully vested as of date of employment termination on November 4, 2011.
[F6]The RSUs vest in three equal installments on each of March 1, 2011, March 1, 2012 and March 1, 2013. Pursuant to Reporting Person's Employment Agreement dated January 26, 2010, RSUs became fully vested as of date of employment termination on November 4, 2011.

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