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Form 4 FIRST SOLAR, INC. For: Mar 19 Filed by: HUGHES JAMES ALTON

March 23, 2015 5:32 PM EDT
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
HUGHES JAMES ALTON

(Last) (First) (Middle)
C/O FIRST SOLAR
350 WEST WASHINGTON STREET, SUITE 600

(Street)
TEMPE AZ 85281-1244

(City) (State) (Zip)
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)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/19/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 03/19/2015   M   10,464 (1) A $ 0 26,921 D  
Common Stock 03/19/2015   F   4,830 (2) D $ 60.3 22,091 D  
Common Stock 03/19/2015   J   2,817 (3) D $ 0 19,274 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 (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 Securities Underlying Derivative Security (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: 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) 03/19/2015   M     10,464   (5)   (5) Common Stock 10,464 $ 0 10,464 D  
Explanation of Responses:
1. Represents shares of common stock issued upon vesting of 25% of the restricted stock units granted on March 19, 2012.
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.
3. Represents shares transferred to the reporting person's ex-spouse pursuant to a divorce decree. The securities owned by the ex-spouse are not beneficially owned by the reporting person. Half of the shares issued pursuant to vesting of the restricted stock unit grant described below (subsequent to the Issuer's withholding of shares to satisfy certain tax withholding obligations associated with the vesting of the restricted stock units) are required to be transferred to the reporting person's ex-spouse pursuant to the divorce decree. The restricted stock units were granted on March 19, 2012 pursuant to the reporting person's Employment Agreement. These units are scheduled to vest annually at a rate of 25% on each anniversary of the grant date, beginning March 19, 2013.
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 2010 Omnibus Incentive Compensation Plan.
5. The restricted stock units were granted on March 19, 2012 pursuant to the Reporting Person's Employment Agreement. These units are scheduled to vest annually at a rate of 25% on each anniversary of the grant date, beginning March 19, 2013.
/s/ Peter C. Bartolino, Attorney-in-fact 03/23/2015
** Signature of Reporting Person Date
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.


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