Sec Form 4 Filing - St Dennis Thomas @ FORMFACTOR INC - 2012-09-13

Insider filing report for Changes in Beneficial Ownership
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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
St Dennis Thomas
2. Issuer Name and Ticker or Trading Symbol
FORMFACTOR INC [ FORM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO
(Last) (First) (Middle)
7005 SOUTHFRONT ROAD
3. Date of Earliest Transaction (MM/DD/YY)
09/13/2012
(Street)
LIVERMORE, CA94551
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 09/13/2012 M 15,000 ( 1 ) A $ 0 27,560 D
Common Stock 09/14/2012 S 5,560 ( 2 ) D $ 5.46 22,000 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 Units $ 0 09/13/2012 M 15,000 ( 3 ) ( 4 ) Common Stock 15,000 $ 0 95,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
St Dennis Thomas
7005 SOUTHFRONT ROAD
LIVERMORE, CA94551
X CEO
Signatures
By: /s/ Stuart L Merkadeau, Attorney-in-Fact For: Thomas St. Dennis 09/17/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents vested shares of common stock issued pursuant to the second conversion of one-fourth of the restricted stock units granted on September 13, 2010.
( 2 )Represents vested shares of common stock sold to satisfy certain tax withholding obligations associated with the conversion of the restricted stock units.
( 3 )The Restricted Stock Units were granted pursuant to the Issuer's 2002 Equity Incentive Plan and vest in four equal installments on September 13 of each 2011, 2012, 2013 and 2014.
( 4 )The restricted stock units released on September 13, 2012 were settled in shares of common stock and were immediately cancelled upon settlement.

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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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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