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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (Right to Buy) | $ 7.25 | 03/16/2007 | D(1) | 25,000 | (1) | 05/18/2010 | Common Stock | 25,000 | (1) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 7.15 | 03/16/2007 | D(2) | 50,000 | (2) | 11/18/2013 | Common Stock | 50,000 | (2) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 7.25 | 03/16/2007 | D(3) | 25,000 | (3) | 05/18/2010 | Common Stock | 25,000 | (3) | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 3.35 | 03/16/2007 | A(1) | 12,500 | (1) | 03/16/2017 | Common Stock | 12,500 | (1) | 12,500 | D | ||||
| Employee Stock Option (Right to Buy) | $ 3.35 | 03/16/2007 | A(2) | 25,000 | (2) | 03/16/2017 | Common Stock | 25,000 | (2) | 25,000 | D | ||||
| Employee Stock Option (Right to Buy) | $ 3.35 | 03/16/2007 | A(3) | 12,500 | (3) | 03/16/2017 | Common Stock | 12,500 | (3) | 12,500 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| KOVALIK IRVIN W C/O CATALYST SEMICONDUCTOR INC 2975 STENDER WAY SANTA CLARA, CA 95054 |
VP Sales | |||
| /s/ Thomas E. Gay III, as Attorney in Fact for Irvin W. Kovalik | 03/20/2007 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the old option and the grant of a replacement option. The old option was originally granted on May 18, 2000 and provides for 6,250 shares exercisable on May 1, 2001, with the remainder becoming exercisable in equal monthly installments over the next three years. The new option is granted at an exercise price of $3.35 per share and provides for 1/36th of the shares vesting on April 16, 2007 and each one-month thereafter for so long as the reporting person remains a service provider of the Company. |
| (2) | The reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the old option and the grant of a replacement option. The old option was originally granted on November 19, 2003 and provides for 12/48th of the shares vesting on November 19, 2004 and 1/48th of the total number of shares vesting at the end of each month thereafter. The new option is granted at an exercise price of $3.35 per share and provides for 1/36th of the shares vesting on April 16, 2007 and each one-month thereafter for so long as the reporting person remains a service provider of the Company. |
| (3) | The reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the old option and the grant of a replacement option. The old option was originally granted on May 18, 2000 and provides for 12/48th of the shares vesting on May 18, 2001 and 1/48th of the total number of shares vesting at the end of each month thereafter. The new option is granted at an exercise price of $3.35 per share and provides for 1/36th of the shares vesting on April 16, 2007 and each one-month thereafter for so long as the reporting person remains a service provider of the Company. |