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Form 4 MICREL INC For: Aug 03 Filed by: SCHWARTZ DAVID H

August 5, 2015 9:19 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
OMB APPROVAL
OMB Number: 3235-0287
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hours per response: 0.5
  
 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 *
SCHWARTZ DAVID H
(Last) (First) (Middle)
MICREL SEMICONDUCTOR
2180 FORTUNE DRIVE
(Street)
SAN JOSE CA 95131
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MICREL INC [ MCRL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP- Worldwide Sales
3. Date of Earliest Transaction (Month/Day/Year)
08/03/2015
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 08/03/2015   D   21,627 D (1) 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 (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
Employee Stock Option (right to buy) $ 10.13 08/03/2015   D     200,000   (2)   (2) Common Stock 200,000 (2) 0 D  
Restricted Stock Units $ 0 08/03/2015   D     42,166   (2)   (2) Common Stock 42,166 (2) 0 D  
Explanation of Responses:
1. Pursuant to the Agreement and Plan of Merger dated as of May 7, 2015 by and among Microchip Technology Incorporated ("Microchip"), Mambo Acquisition Corp., Mambo Acquisition LLC and Micrel Incorporated (the "Merger Agreement"), each outstanding share of common stock of Micrel Incorporated was cancelled in exchange for the right to receive $14.00 in cash or shares of common stock of Microchip.
2. Pursuant to the Merger Agreement, (x) each vested stock option and vested RSU was cancelled in each exchange for a cash payment per share equal to the excess, if any, of $14.00 over the exercise price, as applicable; and (y) each unvested option and unvested RSU was assumed by Microchip, with the number of shares of common stock of Microchip and, in the case of stock options, exercise price determined pursuant to the terms of the Merger Agreement.
/s/ Lia Punches on Behalf of David Schwartz 08/05/2015
** 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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