Sec Form 4 Filing - GILLETTE ROBERT J @ FIRST SOLAR, INC. - 2011-10-25

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 GILLETTE ROBERT J 2. Issuer Name and Ticker or Trading Symbol FIRST SOLAR, INC. [ FSLR] 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) C/O FIRST SOLAR, INC., 350 WEST WASHINGTON STREET, SUITE 600 3. Date of Earliest Transaction (MM/DD/YY) 10/25/2011 (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 10/25/2011 M 8,008 ( 1 ) A $ 0 59,586 D Common Stock 10/25/2011 M 10,010 ( 2 ) A $ 0 69,596 D Common Stock 10/25/2011 F 7,055 ( 3 ) D $ 43.27 62,541 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 ( 4 ) 10/25/2011 M 8,008 ( 5 ) ( 5 ) Common Stock 8,008 $ 0 0 D Restricted Stock Units ( 4 ) 10/25/2011 M 10,010 ( 6 ) ( 6 ) Common Stock 10,010 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GILLETTE ROBERT J C/O FIRST SOLAR, INC. 350 WEST WASHINGTON STREET, SUITE 600 TEMPE, AZ85281-1244 X CEO Signatures /s/ Peter C. Bartolino, Attorney-in-fact 10/27/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of common stock issued upon accelerated vesting of certain restricted stock units granted on March 24, 2010 pursuant to the terms of the Reporting Person's Employment Agreement with respect to fiscal year 2009. ( 2 )Represents shares of common stock issued upon accelerated vesting of certain restricted stock units granted on March 24, 2010 pursuant to the terms of the Reporting Person's Employment Agreement with respect to fiscal year 2010. ( 3 )Represents shares of common stock withheld by the Issuer to satisfy certain tax withholding obligations associated with the vesting of the restricted stock units. ( 4 )Each restricted stock unit represents the right to receive, upon vesting, one share of the Issuer's common stock in accordance with the Issuer's Amended and Restated 2006 Omnibus Incentive Plan. ( 5 )The restricted stock units were granted on March 24, 2010 pursuant to the Reporting Person's Employment Agreement, with respect to fiscal year 2009. These units were scheduled to vest annually at a rate of 20% on each of the first three anniversaries of the grant date, with the remaining 40% scheduled to vest on the fourth anniversary of the grant date. Twelve months of vesting occurred on October 25, 2011, the effective date of the Reporting Person's termination of employment with the issuer, pursuant to the Reporting Person's Employment Agreement. ( 6 )The restricted stock units were granted on March 24, 2010 pursuant to the Reporting Person's Employment Agreement, with respect to fiscal year 2010. These units were scheduled to vest annually at a rate of 25% on each anniversary of the grant date. Twelve months of vesting occurred on October 25, 2011, the effective date of the Reporting Person's termination of employment with the issuer, pursuant to the Reporting Person's Employment Agreement.

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

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