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Form 4 ALTERA CORP For: Dec 28 Filed by: PASEK RONALD J

December 30, 2015 5:33 PM EST
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 *
PASEK RONALD J
(Last) (First) (Middle)
101 INNOVATION DRIVE
(Street)
SAN JOSE CA 95134
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ALTERA CORP [ ALTR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Sr VP & CFO
3. Date of Earliest Transaction (Month/Day/Year)
12/28/2015
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 12/28/2015   D   46,388 (1) D (2) 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
Non-Qualified Stock Option (right to buy) $ 21.88 12/28/2015   D     13,750   (3)   (3) Common Stock 13,750 $ 0 0 D  
Non-Qualified Stock Option (right to buy) $ 33.31 12/28/2015   D     23,240   (3)   (3) Common Stock 23,240 $ 0 0 D  
Non-Qualified Stock Option (right to buy) $ 42.63 12/28/2015   D     36,000   (3)   (3) Common Stock 36,000 $ 0 0 D  
Restricted Stock Unit (4) $ 0 12/28/2015   D     68,912   (3)   (3) Common Stock 68,912 $ 0 0 D  
Performance Restricted Stock Unit (4) $ 0 12/28/2015   D     28,260   (3) (5)   (3) (5) Common Stock 28,260 $ 0 0 D  
Performance Restricted Stock Unit (4) $ 0 12/28/2015   D     36,530   (3) (5)   (3) (5) Common Stock 36,530 $ 0 0 D  
Performance Restricted Stock Unit (4) $ 0 12/28/2015   D     28,452   (3) (5)   (3) (5) Common Stock 28,452 $ 0 0 D  
Explanation of Responses:
1. Includes shares acquired under the Altera Corporation 1987 Employee Stock Purchase Plan.
2. Outstanding shares of the common stock of the Issuer were converted into the right to receive $54.00 per share in cash, without interest thereon and subject to any required tax withholding (the "Merger Consideration"), in accordance with the Merger Agreement.
3. Outstanding stock options, restricted stock units ("RSUs") or performance-based restricted stock units ("PRSUs") of the Issuer were either (i) assumed by Parent and automatically converted into corresponding equity incentive awards on common stock of Parent in accordance with the Merger Agreement, or (ii) cancelled and converted into the right to receive the Merger Consideration (less the exercise price, in the case of stock options) in accordance with the Merger Agreement.
4. Each RSU and PRSU represented the contingent right to receive one share of common stock of the Issuer.
5. Includes PRSUs that were deemed fully vested and cancelled in exchange for the right to receive the Merger Consideration, in accordance with the Merger Agreement.
Remarks:
This Form 4 reports securities disposed pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 31, 2015, a copy of which is filed as Exhibit 2.1 to the Issuer's Form 8-K filed with the SEC on June 1, 2015, and by which the Issuer became a wholly-owned subsidiary (the "Merger") of Intel Corporation ("Parent").
/s/ Jonna Anderson, Attorney-in-Fact 12/30/2015
** 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.
				POWER OF ATTORNEY
      The undersigned, as a Section 16 reporting person of Altera Corporation
(the "Company"), hereby constitutes and appoints Katherine Schuelke, Kimberly
Peterson, Brent Bowman and Jonna Anderson as the undersigned's true and lawful
attorneys-in-fact to:

	1.	complete and execute Forms 3, 4 and 5 and other forms and all
amendments thereto as such attorneys-in-fact shall in their discretion
determine to be required or advisable pursuant to Section 16 of the Securities
Exchange Act of 1934 (as amended) and the rules and regulations promulgated
thereunder, or any successor laws and regulations, as a consequence of the
undersigned's ownership, acquisition or disposition of securities of the
Company; and

	2.	do all acts necessary in order to file such forms with the
Securities and Exchange Commission, any securities exchange or national
association, the Company and such other person or agency as the attorneys-in-
fact shall deem appropriate.

      The undersigned hereby ratifies and confirms all that said attorneys-
in-fact and agents shall do or cause to be done by virtue hereof.  The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, are not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934 (as amended).

      This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing
delivered to the Company and the foregoing attorneys-in-fact.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 6th day of October, 2015.

					Signature: /s/ Ronald J. Pasek
					Print Name:  Ronald J. Pasek

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