Sec Form 4 Filing - CHOU YUNHWA VICKY @ OMNIVISION TECHNOLOGIES INC - 2016-01-29

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 CHOU YUNHWA VICKY 2. Issuer Name and Ticker or Trading Symbol OMNIVISION TECHNOLOGIES INC [ OVTI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Sr. VP of Global Mgmt & GC (Last) (First) (Middle) 4275 BURTON DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 01/29/2016 (Street) SANTA CLARA, CA95054 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 01/29/2016 01/29/2016 D 118,486 D $ 29.75 ( 1 ) 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 Stock Option $ 25.56 01/29/2016 01/29/2016 D 60,000 07/01/2007( 2 ) 06/12/2016 Common Stock 60,000 $ 0 0 ( 5 ) D Stock Option $ 16.69 01/29/2016 01/29/2016 D 40,000 07/01/2007( 3 ) 08/28/2016 Common Stock 40,000 $ 0 0 ( 6 ) D Stock Option $ 14.93 01/29/2016 01/29/2016 D 40,000 07/01/2008( 2 ) 05/30/2017 Common Stock 40,000 $ 0 0 ( 7 ) D Stock Option $ 11.95 01/29/2016 01/29/2016 D 32,000 07/01/2009( 4 ) 07/01/2018 Common Stock 32,000 $ 0 0 ( 8 ) D Stock Option $ 10.41 01/29/2016 01/29/2016 D 37,000 07/01/2010( 4 ) 07/01/2019 Common Stock 37,000 $ 0 0 ( 9 ) D Stock Option $ 21.84 01/29/2016 01/29/2016 D 42,550 07/01/2011( 4 ) 07/01/2017 Common Stock 42,550 $ 0 0 ( 10 ) D Stock Option $ 34.8 01/29/2016 01/29/2016 D 50,000 07/01/2012( 4 ) 07/01/2018 Common Stock 50,000 $ 0 0 ( 11 ) D Stock Option $ 13.34 01/29/2016 01/29/2016 D 53,000 07/01/2013( 4 ) 07/01/2019 Common Stock 53,000 $ 0 0 ( 12 ) D Stock Option $ 18.47 01/29/2016 01/29/2016 D 53,000 07/01/2014( 4 ) 07/01/2020 Common Stock 53,000 $ 0 0 ( 13 ) D Stock Option $ 22.68 01/29/2016 01/29/2016 D 53,000 07/01/2015( 4 ) 07/01/2021 Common Stock 53,000 $ 0 0 ( 14 ) D Stock Option $ 26.13 01/29/2016 01/29/2016 D 107,165 07/01/2016( 4 ) 07/01/2022 Common Stock 107,165 $ 0 0 ( 15 ) D Restricted Stock Unit $ 0.001 ( 16 ) 01/29/2016 01/29/2016 D 14,746 07/01/2014( 17 ) ( 17 ) Common Stock 14,746 $ 0 0 ( 18 ) D Restricted Stock Unit $ 0.001 ( 16 ) 01/29/2016 01/29/2016 D 29,666 07/01/2015( 17 ) ( 17 ) Common Stock 29,666 $ 0 0 ( 19 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CHOU YUNHWA VICKY 4275 BURTON DRIVE SANTA CLARA, CA95054 Sr. VP of Global Mgmt & GC Signatures /s/ Tina Sze, Attorney-in-Fact for Yunhwa Vicky Chou 01/29/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the terms of the Agreement and Plan of Merger dated April 30, 2015 by and among Seagull International Limited, a Cayman Islands exempted limited company ("Investor"), Seagull Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Investor ("Acquisition Sub"), and OmniVision Technologies, Inc., a Delaware corporation (the "Issuer"), as amended by Amendment No. 1 dated October 30, 2015 (as amended, the "Merger Agreement"), Acquisition Sub merged with and into the Issuer (the "Merger"), and in connection therewith the Reporting Person disposed of these shares in exchange for $29.75 per share without interest and less applicable withholding taxes. ( 2 )1/4th of the shares underlying the options become vested and exercisable one year from the vesting base date and 1/48th of the shares underlying the options become exercisable each month thereafter. ( 3 )1/36th of the shares underlying the options become vested and exercisable one month from the vesting base date. ( 4 )1/4th of the shares underlying the options become vested and exercisable one year from the date of grant and 1/48th of the shares underlying the options become exercisable each month thereafter. ( 5 )Pursuant to the terms of the Merger Agreement and in connection with the Merger, this option, which covered 60,000 shares of Issuer common stock, was cancelled in exchange for a cash payment, without interest and less applicable withholding taxes, representing the excess of $29.75 over the exercise price of the option multiplied by the number of shares subject to this option. ( 6 )Pursuant to the terms of the Merger Agreement and in connection with the Merger, this option, which covered 40,000 shares of Issuer common stock, was cancelled in exchange for a cash payment, without interest and less applicable withholding taxes, representing the excess of $29.75 over the exercise price of the option multiplied by the number of shares subject to this option. ( 7 )Pursuant to the terms of the Merger Agreement and in connection with the Merger, this option, which covered 40,000 shares of Issuer common stock, was cancelled in exchange for a cash payment, without interest and less applicable withholding taxes, representing the excess of $29.75 over the exercise price of the option multiplied by the number of shares subject to this option. ( 8 )Pursuant to the terms of the Merger Agreement and in connection with the Merger, this option, which covered 32,000 shares of Issuer common stock, was cancelled in exchange for a cash payment, without interest and less applicable withholding taxes, representing the excess of $29.75 over the exercise price of the option multiplied by the number of shares subject to this option. ( 9 )Pursuant to the terms of the Merger Agreement and in connection with the Merger, this option, which covered 37,000 shares of Issuer common stock, was cancelled in exchange for a cash payment, without interest and less applicable withholding taxes, representing the excess of $29.75 over the exercise price of the option multiplied by the number of shares subject to this option. ( 10 )Pursuant to the terms of the Merger Agreement and in connection with the Merger, this option, which covered 42,550 shares of Issuer common stock, was cancelled in exchange for a cash payment, without interest and less applicable withholding taxes, representing the excess of $29.75 over the exercise price of the option multiplied by the number of shares subject to this option. ( 11 )Pursuant to the terms of the Merger Agreement and in connection with the Merger, the (i) unvested portion of this option and (ii) the portion of this option that was vested and outstanding as of immediately prior to the effective time of the Merger and that had a per share exercise price greater than or equal to $29.75, which in aggregate covered 50,000 shares of Issuer common stock, was assumed and exchanged for an option to purchase 50,000 shares of Seagull Investment Holdings Limited, a Cayman Islands exempted limited company and the ultimate parent of Investor ("Investor Parent"). ( 12 )Pursuant to the terms of the Merger Agreement and in connection with the Merger, the (i) unvested portion of this option and (ii) the portion of this option that was vested and outstanding as of immediately prior to the effective time of the Merger and that had a per share exercise price greater than or equal to $29.75, which in aggregate covered 6,627 shares of Issuer common stock, was assumed and exchanged for an option to purchase 6,627 shares of Seagull Investment Holdings Limited, a Cayman Islands exempted limited company and the ultimate parent of Investor ("Investor Parent"). The remaining portion of this option, which covered 46,373 shares of Issuer common stock, was not assumed by Investor and was cancelled in exchange for a cash payment, without interest and less applicable withholding taxes, representing the excess of $29.75 over the exercise price of the option multiplied by the number of shares subject to this portion of the option. ( 13 )Pursuant to the terms of the Merger Agreement and in connection with the Merger, the (i) unvested portion of this option and (ii) the portion of this option that was vested and outstanding as of immediately prior to the effective time of the Merger and that had a per share exercise price greater than or equal to $29.75, which in aggregate covered 19,876 shares of Issuer common stock, was assumed and exchanged for an option to purchase 19,876 shares of Seagull Investment Holdings Limited, a Cayman Islands exempted limited company and the ultimate parent of Investor ("Investor Parent"). The remaining portion of this option, which covered 33,124 shares of Issuer common stock, was not assumed by Investor and was cancelled in exchange for a cash payment, without interest and less applicable withholding taxes, representing the excess of $29.75 over the exercise price of the option multiplied by the number of shares subject to this portion of the option. ( 14 )Pursuant to the terms of the Merger Agreement and in connection with the Merger, the (i) unvested portion of this option and (ii) the portion of this option that was vested and outstanding as of immediately prior to the effective time of the Merger and that had a per share exercise price greater than or equal to $29.75, which in aggregate covered 33,126 shares of Issuer common stock, was assumed and exchanged for an option to purchase 33,126 shares of Seagull Investment Holdings Limited, a Cayman Islands exempted limited company and the ultimate parent of Investor ("Investor Parent"). The remaining portion of this option, which covered 19,874 shares of Issuer common stock, was not assumed by Investor and was cancelled in exchange for a cash payment, without interest and less applicable withholding taxes, representing the excess of $29.75 over the exercise price of the option multiplied by the number of shares subject to this portion of the option. ( 15 )Pursuant to the terms of the Merger Agreement and in connection with the Merger, the (i) unvested portion of this option and (ii) the portion of this option that was vested and outstanding as of immediately prior to the effective time of the Merger and that had a per share exercise price greater than or equal to $29.75, which in aggregate covered 107,165 shares of Issuer common stock, was assumed and exchanged for an option to purchase 107,165 shares of Seagull Investment Holdings Limited, a Cayman Islands exempted limited company and the ultimate parent of Investor ("Investor Parent"). ( 16 )Represents the par value of Issuer's common stock. ( 17 )One-Third of the Restricted Stock Units will vest on the first anniversary of the Vesting Commencement Date, and one-third of the Restricted Stock Units will vest on each of the second and third anniversaries of the Vesting Commencement Date, provided, however, that in each case Participant remains a Service Provider through each vesting date. ( 18 )Pursuant to the terms of the Merger Agreement and in connection with the Merger, the restricted stock units covering 14,746 shares of Issuer common stock were cancelled in exchange for $29.75 per share without interest and less applicable withholding taxes. ( 19 )Pursuant to the terms of the Merger Agreement and in connection with the Merger, the restricted stock units covering 29,666 shares of Issuer common stock were cancelled in exchange for $29.75 per share without interest and less applicable withholding taxes.

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