Sec Form 4/A Filing - Gustafsson Mary Elizabeth @ FIRST SOLAR, INC. - 2013-09-30

FORM 4/A 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 Gustafsson Mary Elizabeth 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) EVP, General Counsel, Secty. (Last) (First) (Middle) C/O FIRST SOLAR, INC, 350 WEST WASHINGTON STREET, SUITE 600 3. Date of Earliest Transaction (MM/DD/YY) 09/30/2013 (Street) TEMPE, AZ85281 4. If Amendment, Date Original Filed (MM/DD/YY) 10/02/2013 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 09/30/2013 M 3,302 ( 1 ) A $ 0 31,096 D Common Stock 09/30/2013 F 1,660 ( 2 ) D $ 40.21 29,436 D Common Stock 09/30/2013 M 2,154 ( 3 ) A $ 0 31,590 D Common Stock 09/30/2013 F 1,073 ( 2 ) D $ 40.21 30,517 D Common Stock 09/30/2013 M 10,101 ( 4 ) A $ 0 40,618 D Common Stock 09/30/2013 F 4,903 ( 2 ) D $ 40.21 35,715 D Common Stock 09/30/2013 M 5,523 ( 5 ) A $ 0 41,238 D Common Stock 09/30/2013 F 2,681 ( 2 ) D $ 40.21 38,557 D Common Stock 09/30/2013 M 5,577 ( 6 ) A $ 0 44,134 D Common Stock 09/30/2013 F 2,624 ( 2 ) D $ 40.21 41,510 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 ( 7 ) 09/30/2013 M 3,302 ( 8 ) ( 8 ) Common Stock 3,302 $ 0 0 D Restricted Stock Units ( 9 ) 09/30/2013 M 2,154 ( 10 ) ( 10 ) Common Stock 2,154 $ 0 2,154 D Restricted Stock Units ( 9 ) 09/30/2013 M 10,101 ( 11 ) ( 11 ) Common Stock 10,101 $ 0 20,202 D Restricted Stock Units ( 9 ) 09/30/2013 M 5,523 ( 12 ) ( 12 ) Common Stock 5,523 $ 0 11,044 D Restricted Stock Units ( 9 ) 09/30/2013 M 5,577 ( 13 ) ( 13 ) Common Stock 5,577 $ 0 16,728 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gustafsson Mary Elizabeth C/O FIRST SOLAR, INC 350 WEST WASHINGTON STREET, SUITE 600 TEMPE, AZ85281 EVP, General Counsel, Secty. Signatures /s/ Peter C. Bartolino, Attorney-in-fact 10/04/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of common stoc k 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. ( 2 )Represents shares of common stock withheld by the Issuer to satisfy certain tax withholding obligations associated with the vesting of the restricted stock units. Amended filing is required because an incorrect number of shares was initially withheld to satisfy such tax withholding obligations. ( 3 )Represents shares of common stock issued upon accelerated vesting of certain restricted stock units granted on March 22, 2011 pursuant to the terms of the Reporting Person's Employment Agreement. ( 4 )Represents shares of common stock issued upon accelerated vesting of certain restricted stock units granted on April 4, 2012 pursuant to the terms of the Reporting Person's Employment Agreement. ( 5 )Represents shares of common stock issued upon accelerated vesting of certain restricted stock units granted on April 4, 2012 pursuant to the terms of the Reporting Person's Employment Agreement. ( 6 )Represents shares of common stock issued upon accelerated vesting of certain restricted stock units granted on March 13, 2013 pursuant to the terms of the Reporting Person's Employment Agreement. ( 7 )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 Compensation Plan. ( 8 )The restricted stock units were granted on March 24, 2010. These units were scheduled to vest annually at a rate of 20% on each of the first three anniversaries of the grant date, and 40% on the fourth anniversary of the grant date. Twelve months of vesting occurred on September 30, 2013, the effective date of the Reporting Person's termination of employment with the issuer, pursuant to the Reporting Person's Employment Agreement. ( 9 )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 2010 Omnibus Incentive Compensation Plan. ( 10 )The restricted stock units were granted on March 22, 2011. These units are scheduled to vest at a rate of 25% per year, commencing on the first anniversary of the grant date. Twelve months of vesting occurred on September 30, 2013, the effective date of the Reporting Person's termination of employment with the Issuer, pursuant to the terms of the Reporting Person's Employment Agreement. ( 11 )The restricted stock units were granted on April 4, 2012 as part of the issuer's annual equity grant to executive officers. These units are scheduled to vest at a rate of 25% per year, commencing on the first anniversary of the grant date. Twelve months of vesting occurred on September 30, 2013, the effective date of the Reporting Person's termination of employment with the Issuer, pursuant to the terms of the Reporting Person's Employment Agreement. ( 12 )The restricted stock units were granted on April 4, 2012 for retention purposes. The units are scheduled to vest annually from the grant date at a rate of 40% on the first anniversary of the grant date, with 20% scheduled to vest on each of the remaining three anniversaries of the grant date. Twelve months of vesting occurred on September 30, 2013, the effective date of the Reporting Person's termination of employment with the Issuer, pursuant to the terms of the Reporting Person's Employment Agreement. ( 13 )The restricted stock units were granted on March 13, 2013 as part of the Issuer's annual equity grant to executive officers. These units are scheduled to vest annually at a rate of 25% on each anniversary of the grant date, commencing on the first anniversary of the grant date. Twelve months of vesting occurred on September 30, 2013, the effective date of the Reporting Person's termination of employment with the Issuer, pursuant to the terms of the Reporting Person's Employment Agreement.

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