SEC FORM 4

SEC Form 4

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^*

Samhouri Samir F

(Last)

(First)

(Middle)

1110 AMERICAN PARKWAY NE

(Street)

ALLENTOWN

18109

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AGERE SYSTEMS INC [ AGR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP-GM Netwking

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2007

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/02/2007		D		500⁽¹⁾	D	$0	0	D
Common Stock	04/02/2007		D		1,692⁽¹⁾	D	$0	0	I	by 401(k) plan

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	$1⁽²⁾	04/02/2007		D			28,000⁽³⁾	12/01/2010⁽⁴⁾	12/01/2010	Common Stock	28,000	$0	0	D
Restricted Stock Unit	$1⁽²⁾	04/02/2007		D			25,000⁽³⁾	12/01/2009⁽⁵⁾	12/01/2009	Common Stock	25,000	$0	0	D
Restricted Stock Unit	$1⁽²⁾	04/02/2007		D			50,000⁽³⁾	12/01/2007	12/01/2007	Common Stock	50,000	$0	0	D
Stock Options (Right to buy)	$12	04/02/2007		D			3,959⁽⁶⁾	08/02/2005⁽⁷⁾	08/01/2011	Common Stock	3,959	$0	0	D
Stock Options (Right to buy)	$13.315	04/02/2007		D			115,000⁽⁶⁾	12/01/2006⁽⁸⁾	11/30/2012	Common Stock	115,000	$0	0	D
Stock Options (Right to buy)	$13.8	04/02/2007		D			33,000⁽⁶⁾	12/01/2005⁽⁹⁾	11/30/2011	Common Stock	33,000	$0	0	D
Stock Options (Right to buy)	$15.5	04/02/2007		D			15,900⁽⁶⁾	12/02/2003⁽⁸⁾	12/01/2009	Common Stock	15,900	$0	0	D
Stock Options (Right to buy)	$19.64	04/02/2007		D			57,000⁽⁶⁾	12/01/2007⁽¹⁰⁾	11/30/2013	Common Stock	57,000	$0	0	D
Stock Options (Right to buy)	$35.45	04/02/2007		D			10,666⁽⁶⁾	12/01/2004⁽⁸⁾	11/30/2010	Common Stock	10,666	$0	0	D
Stock Options (Right to buy)	$48.45	04/02/2007		D			2,500⁽⁶⁾	11/01/2002⁽¹¹⁾	10/31/2008	Common Stock	2,500	$0	0	D
Stock Options (Right to buy)	$51.25	04/02/2007		D			2,500⁽⁶⁾	02/01/2003⁽¹¹⁾	01/31/2009	Common Stock	2,500	$0	0	D
Stock Options (Right to buy)	$55.95	04/02/2007		D			1,944⁽⁶⁾	08/01/2002⁽¹¹⁾	07/31/2008	Common Stock	1,944	$0	5,600	D
Stock Options (Right to buy)	$55.95	04/02/2007		D			2,800⁽⁶⁾	08/01/2002⁽¹¹⁾	07/31/2008	Common Stock	2,800	$0	2,800	D
Stock Options (Right to buy)	$55.95	04/02/2007		D			2,800⁽⁶⁾	08/01/2002⁽¹¹⁾	07/31/2008	Common Stock	2,800	$0	0	D
Stock Options (Right to buy)	$60	04/02/2007		D			8,000⁽⁶⁾	03/27/2002⁽¹¹⁾	03/26/2008	Common Stock	8,000	$0	0	D
Stock Options (Right to buy)	$219.936	04/02/2007		D			301⁽⁶⁾	10/19/2005	09/30/2008	Common Stock	301	$0	0	D
Stock Options (Right to buy)	$247.947	04/02/2007		D			30⁽⁶⁾	10/19/2005	08/31/2008	Common Stock	30	$0	30	D
Stock Options (Right to buy)	$247.947	04/02/2007		D			30⁽⁶⁾	10/19/2005	08/31/2008	Common Stock	30	$0	0	D
Stock Options (Right to buy)	$251.164	04/02/2007		D			301⁽⁶⁾	10/19/2005	04/30/2008	Common Stock	301	$0	0	D
Stock Options (Right to buy)	$350.031	04/02/2007		D			602⁽⁶⁾	10/19/2005	02/15/2010	Common Stock	602	$0	0	D
Stock Options (Right to buy)	$391.944	04/02/2007		D			1,807⁽⁶⁾	10/19/2002	05/31/2010	Common Stock	1,807	$0	0	D
Stock Options (Right to buy)	$391.944	04/02/2007		D			112⁽⁶⁾	10/19/2005	05/02/2009	Common Stock	112	$0	0	D
Stock Options (Right to buy)	$420.369	04/02/2007		D			75⁽⁶⁾	10/19/2005	09/30/2009	Common Stock	75	$0	0	D

Explanation of Responses:

1. Pursuant to the terms of a merger agreement among LSI Logic Corporation, Atlas Acquisition Corp. and Agere Systems Inc., shares of Agere common stock were converted into shares of LSI common stock having a value of $10.44 per share at the effective time of the merger. The number of securities shown includes securities acquired in transactions exempt from and not required to be reported under Section 16.

2. Each restricted stock unit represents the right to receive one share of common stock if and when the restricted stock unit vests.

3. Pursuant to the terms of a merger agreement among LSI Logic Corporation, Atlas Acquisition Corp. and Agere Systems Inc., each Agere RSU award was converted into an LSI RSU award.

4. These restricted stock units will vest on December 1, 2010, but only if the company meets an earnings per share growth test.

5. These restricted stock units vest on December 1, 2009, but only if total stockholder return for Agere exceeds the market capitalization weighted total stockholder return of a peer group.

6. Pursuant to the terms of a merger agreement among LSI Logic Corporation, Atlas Acquisition Corp. and Agere Systems Inc., each option to purchase Agere stock was converted into an option to purchase LSI stock.

7. 625 shares are currently exercisable and approximately 208 shares will vest monthly until August 2008.

8. 1/4 of this option became exercisable on the date shown; 1/48th of this option becomes exercisable monthly thereafter.

9. 18,416 shares are currently exercisable and approximately 729 shares will vest monthly until December 2008.

10. 1/4 of this option becomes exercisable on the date shown; 1/48th of this option becomes exercisable monthly thereafter.

11. All of this option is currently exercisable.

	Jonathan Gilbert, Attorney-in-Fact	04/04/2007
	** 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).
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