Sec Form 4 Filing - WU TSUNG CHING @ ATMEL CORP - 2012-01-20

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person WU TSUNG CHING 2. Issuer Name and Ticker or Trading Symbol ATMEL CORP [ ATML] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP Office of the President (Last) (First) (Middle) 2325 ORCHARD PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 01/20/2012 (Street) SAN JOSE, CA95131 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 01/20/2012 M 78,634 A $ 5.73 2,105,594 D Common Stock 01/20/2012 M 21,366 A $ 4.74 2,126,960 D Common Stock 01/20/2012 S( 1 ) 100,000 D $ 10 2,026,960 D Common Stock 128,585 I By Trust for Son Common Stock 128,585 I By Trust for Daughter Common Stock 6,644,902 I By Trust with Wife

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 Employee Stock Option (right to buy) $ 5.73 01/20/2012 M 78,634 ( 2 ) 09/06/2016 Common Stock 78,634 $ 0 65,105 D Employee Stock Option (right to buy) $ 4.74 01/20/2012 M 21,366 ( 3 ) 08/15/2017 Common Stock 21,366 $ 0 257,537 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WU TSUNG CHING 2325 ORCHARD PARKWAY SAN JOSE, CA95131 X EVP Office of the President Signatures /s/ Steven Ruskin, Attorney-in-fact for Tsung-Ching Wu 01/24/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 28, 2011. ( 2 )The option vested in equal monthly installments commencing on October 6, 2006 such that 100% of the shares subject to the option were fully vested and exercisable on September 6, 2010. ( 3 )The option vested in equal monthly installments commencing on September 15, 2007 such that 100% of the shares subject to the option were fully vested and exercisable on August 15, 2011.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.