- Statement of Changes in Beneficial Ownership (4)
February 10 2010 - 3:35PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Frey Mark S
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2. Issuer Name
and
Ticker or Trading Symbol
FAIRCHILD SEMICONDUCTOR INTERNATIONAL INC
[
FCS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Executive Vice President
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(Last)
(First)
(Middle)
FAIRCHILD SEMICONDUCTOR INTERNATIONAL, 82 RUNNING HILL ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/8/2010
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(Street)
SOUTH PORTLAND, ME 04106
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $.01 per share
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2/8/2010
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M
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1450
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A
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$0
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45411
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D
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Common Stock, par value $.01 per share
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2/9/2010
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S
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612
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D
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$9.22
(4)
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44799
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D
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Common Stock, par value $.01 per share
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2/9/2010
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M
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1000
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A
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$0
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45799
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D
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Common Stock, par value $.01 per share
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2/9/2010
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M
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2000
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A
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$0
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47799
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Unit
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(1)
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2/8/2010
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M
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1450
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(2)
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(2)
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Common Stock, par value $.01 per share
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1450
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$0
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2900
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D
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Restricted Stock Unit
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(1)
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2/9/2010
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M
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1000
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(2)
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(2)
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Common Stock, par value $.01 per share
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1000
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$0
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1000
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D
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Performance Unit
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(1)
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2/9/2010
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M
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2000
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(3)
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(3)
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Common Stock, par value $.01 per share
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2000
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$0
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0
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D
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Explanation of Responses:
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(
1)
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This footnote is inserted only to meet technical requirements of the SEC. Restricted Stock Units and Performance Units cannot be assigned an exercise price.
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(
2)
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Restricted Stock Units vest in 25% increments on each of the first four anniversaries of the date of grant, or earlier upon certain events. Vested Restricted Stock Units result in the delivery of one share per unit promptly following the vesting date.
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(
3)
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Performance Units vest in the following increments, or earlier upon certain events: 33% on the first anniversary of the grant date; 33% on the second anniversary of the grant date and 34% on the third anniversary of the grant date . Performance Units have no expiration date. Vested Performance Units result in delivery of the underlying shares of common stock, and all the Performance Units are forfeited if the company fails to achieve the 50% EBIT Target.
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(
4)
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This transaction was executed in multiple trades at prices ranging from $9.20 to $9.22. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Frey Mark S
FAIRCHILD SEMICONDUCTOR INTERNATIONAL
82 RUNNING HILL ROAD
SOUTH PORTLAND, ME 04106
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Executive Vice President
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Signatures
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/s/ Paul D. Delva (Attorney-in-fact)
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2/10/2010
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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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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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 control number.
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