Sec Form 4 Filing - Lam Allan @ FAIRCHILD SEMICONDUCTOR INTERNATIONAL INC - 2012-03-01

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Lam Allan 2. Issuer Name and Ticker or Trading Symbol FAIRCHILD SEMICONDUCTOR INTERNATIONAL INC [ FCS] 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 (Last) (First) (Middle) C/O CORP SEC'Y, FAIRCHILD SEMICONDUCTOR, 82 RUNNING HILL ROAD 3. Date of Earliest Transaction (MM/DD/YY) 03/01/2012 (Street) SOUTH PORTLAND, ME04106 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, par value $.01 per share 03/01/2012 M 7,500 A $ 0 124,128 D Common Stock, par value $.01 per share 03/01/2012 M 15,000 A $ 0 139,128 D Common Stock, par value $.01 per share 03/01/2012 S 5,625 D $ 14.2 133,503 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Restricted Stock Unit ( 1 ) 03/01/2012 M 7,500 ( 2 ) ( 2 ) Common Stock, par value $.01 per share 7,500 $ 0 15,000 D Performance Unit ( 1 ) 03/01/2012 M 15,000 ( 3 ) ( 4 ) ( 4 ) Common Stock, par value $.01 per share 15,000 $ 0 14,999 ( 3 ) D Performance Unit ( 1 ) 03/01/2012 A 30,000 ( 5 ) ( 4 ) ( 4 ) Common Stock, par value $.01 per share 30,000 $ 0 30,000 ( 5 ) D Restricted Stock Unit ( 1 ) 03/01/2012 A 30,000 ( 2 ) ( 2 ) Common Stock, par value $.01 per share 30,000 $ 0 30,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lam Allan C/O CORP SEC'Y, FAIRCHILD SEMICONDUCTOR 82 RUNNING HILL ROAD SOUTH PORTLAND, ME04106 Executive Vice President Signatures /s/ Paul D. Delva (Attorney-in-fact) 03/05/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This footnote is inserted only to meet technical requirements of the SEC. Restricted Stock Units and Performance Units cannot be assigned an exercise price. ( 2 )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. ( 3 )Reported number of units disposed of, and reported balance following this transaction, each reflect the respective number of performance units granted as a result of the performance goal attained for the measurement period. ( 4 )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. All the Performance Units are forfeited if the company fails to achieve the minimum performance target. ( 5 )Reported number of Performance Units acquired, and amount of underlying securities reported, are based on company attaining 100% performance target. If company achieves 150% target or higher, reporting person will receive 150% times the reported number. If company fails to achieve 50% target, the reporting person will receive no Performance Units. If company's performance falls between two of the 50%, 100% or 150% targets, reporting person will receive a number of shares determined according to linear interpolation.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.