Sec Form 4 Filing - Schultz Kenneth M @ FIRST SOLAR, INC. - 2008-08-16

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 Schultz Kenneth M 2. Issuer Name and Ticker or Trading Symbol FIRST SOLAR, INC. [ FSLR] 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) 350 WEST WASHINGTON STREET, 6TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/16/2008 (Street) TEMPE, AZ85281-1244 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 ( 1 ) 08/16/2008 M 1,800 A $ 0 3,865 D Common Stock 08/16/2008 F 738 ( 2 ) D $ 264.962 3,127 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 ( 3 ) 08/16/2008 M 1,800 ( 4 ) ( 5 ) Common Stock 1,800 $ 0 21,200 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Schultz Kenneth M 350 WEST WASHINGTON STREET 6TH FLOOR TEMPE, AZ85281-1244 Executive Vice President Signatures I. Paul Kacir, Attorney-in-Fact 08/19/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents vested shares of common stock issued pursuant to the conversion of 20% of the restricted stock units granted on Augsut 16, 2007. ( 2 )Represents vested shares of common stock withheld by Issuer to satifsy certain tax withholding obligations associated with the conversion of the restriced stock units, which is consistent with the Issuer's insider trading policy. ( 3 )Each restricted stock unit represents the right to receive, following vesting, one share of First Solar, Inc. common stock. ( 4 )The restricted stock units are scheduled to vest annually from the grant date at a rate of 20% over each of the first three years, with the remaining 40% scheduled to vest in the final fourth year. For informational purposes only, the closing price of First Solar, Inc.'s common stock on August 16, 2007 was $81.87. ( 5 )Upon termination of employment before an applicable vesting date, all the units which have not yet vested shall be forfeited, except as otherwise determined by the Compensation Committee of the Company.

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).

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