Sec Form 4 Filing - Kazerounian Reza @ ATMEL CORP - 2016-04-01

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 Kazerounian Reza 2. Issuer Name and Ticker or Trading Symbol ATMEL CORP [ ATML] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP, General Manager (Last) (First) (Middle) 1600 TECHNOLOGY DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 04/01/2016 (Street) SAN JOSE, CA95110 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 04/01/2016 F 20,047 D $ 8.12 553,699 ( 1 ) D Common Stock 04/04/2016 D 553,699 D 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kazerounian Reza 1600 TECHNOLOGY DRIVE SAN JOSE, CA95110 SVP, General Manager Signatures /s/ Steven Ruskin, attorney-in-fact for Reza Kazerounian 04/04/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects a non-market disposition undertaken to pay taxes for the Reporting Person in connection with the vesting of restricted stock units. No shares were actually sold by the Reporting Person. ( 2 )Disposed of pursuant to merger agreement among Microship Technology Corporation, Hero Acquisition Corporation and Atmel Corporation as follows: (a) 41,463 shares of common stock were disposed in exchange for, and converted into the right to receive, per share (i) $7.00 in cash and (ii) a fraction of a share of Microchip common stock having a market value of $1.15, calculated in accordance with the merger agreement and (b) 512,236 shares constituting Issuer time-based restricted stock units which were assumed by Microchip and were converted into the right to receive, upon vesting in accordance with time-based vesting schedules subject to earlier acceleration in accordance with the Issuer's change of control plans, such number of shares of Microchip common stock equal to (i) 512,236 multiplied by (ii) $8.15 divided by the market value of a share of Microchip common stock, calculated in accordance with the merger agreement.

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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