Sec Form 4 Filing - FETTER ELIZABETH A @ SYMMETRICOM INC - 2012-12-21

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

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1. Name and Address of Reporting Person FETTER ELIZABETH A 2. Issuer Name and Ticker or Trading Symbol SYMMETRICOM INC [ SYMM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Former Chief Executive Officer (Last) (First) (Middle) 2300 ORCHARD PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 12/21/2012 (Street) SAN JOSE, CA95131 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 12/21/2012 S 1,325 D $ 5.745 33,500 D Common Stock 11/26/2013 U 32,250 D $ 7.18 1,250 D Common Stock 11/26/2013 D 1,250 ( 1 ) ( 2 ) D $ 7.18 0 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 Non-Qualified Stock Option (right to buy) $ 5.08 11/26/2013 11/26/2013 D 900,000 ( 3 ) ( 3 ) Common Stock 900,000 ( 3 ) 0 D Non-Qualified Stock Option (right to buy) $ 5.42 11/26/2013 11/26/2013 D 15,000 ( 3 ) ( 3 ) Common Stock 15,000 ( 3 ) 0 D Non-Qualified Stock Option (right to buy) $ 5.65 11/26/2013 11/26/2013 D 14,000 ( 3 ) ( 3 ) Common Stock 14,000 ( 3 ) 0 D Non-Qualified Stock Option (right to buy) $ 5.93 11/26/2013 11/26/2013 D 14,000 ( 3 ) ( 3 ) Common Stock 14,000 ( 3 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FETTER ELIZABETH A 2300 ORCHARD PARKWAY SAN JOSE, CA95131 X Former Chief Executive Officer Signatures /s/ Elizabeth A. Fetter 11/27/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of Common Stock cancelled in exchange for the consideration set forth in that certain Agreement and Plan of Merger, dated as of October 21, 2013, by and among the Company, Microsemi Corporation, a Delaware corporation, and PETT Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (the "Merger Agreement") in a transaction exempt from Section 16(b) pursuant to Rule 16b-3(e). ( 2 )Includes 1,250 shares of Common Stock acquired in a transaction exempt from Section 16(b) pursuant to Rule 16b-3(c) and therefore not previously reported. ( 3 )Represents options to purchase shares of Common Stock cancelled in exchange for the consideration set forth in the Merger Agreement.

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