- Statement of Changes in Beneficial Ownership (4)
February 03 2010 - 5:21PM
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
*
Ruscev Mario
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2. Issuer Name
and
Ticker or Trading Symbol
FORMFACTOR INC
[
FORM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
CEO
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(Last)
(First)
(Middle)
7005 SOUTHFRONT ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/2/2010
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(Street)
LIVERMORE, CA 94551
(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
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2/2/2010
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M
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10000
(1)
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A
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$0
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16205
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D
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Common Stock
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2/2/2010
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F
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3974
(2)
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D
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$15.9
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12231
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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 Units
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$0
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2/2/2010
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M
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10000
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(3)
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(4)
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Common Stock
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10000
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$0
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27000
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D
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Explanation of Responses:
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(
1)
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Represents vested shares of common stock issued pursuant to the second conversion of one-fourth of the restricted stock units granted on January 7, 2008.
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(
2)
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Represents vested shares of common stock withheld by Issuer to satisfy certain tax withholding obligations associated with the conversion of the restricted stock units.
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(
3)
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The restricted stock units vest and are exercisable in four equal annual installments on each January 7 of 2009, 2010, 2011 and 2012 (or the first market trading day during an open trading window under the Issuer's insider trading policy thereafter if the applicable vesting date is not on a market trading day during an open trading window).
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(
4)
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If reporting person's employment is terminated without cause or by him for good reason (as described in his employment agreement filed by Issuer with SEC on Form 8-K on 01/07/2008) and he executes a release and waiver of claims in favor of Issuer, he will receive accelerated vesting of any unvested equity for an additional 12 months following his termination date and all vested equity will be exercisable until the 12 month anniversary of his termination date (but no later than the equity's expiration date). If reporting person's employment is terminated for any other reason, all unvested equity will be forfeited without consideration.
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Remarks:
THE CONFIRMING STATEMENT GRANTING THE ATTORNEY-IN-FACT THE AUTHORITY TO EXECUTE AND FILE THIS FORM 4 HAS BEEN PREVIOUSLY FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.
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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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Ruscev Mario
7005 SOUTHFRONT ROAD
LIVERMORE, CA 94551
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X
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CEO
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Signatures
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By: sStuart L. Merkadeau, Attorney-in-Fact For: Mario Ruscev
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2/3/2010
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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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