SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

DiCecco Susan J

(Last)

(First)

(Middle)

C/O HITTITE MICROWAVE CORPORATION

2 ELIZABETH DRIVE

(Street)

CHELMSFORD

01824

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/04/2014

3. Issuer Name and Ticker or Trading Symbol
HITTITE MICROWAVE CORP [ HITT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP of Human Resources

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	4,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Performance-Based Restricted Stock Units	⁽²⁾	03/07/2018	Common Stock	820	$0	D

Explanation of Responses:

1. Represents restricted stock award vesting in equal quarterly installments on each anniversary of July 17, 2013, such that all shares are vested on the fourth anniversary.

2. Each restricted stock unit represents a contingent right to receive one share of Hittite common stock. The restricted stock units vest in three equal installments on the second, third and fourth anniversaries of March 7, 2014, provided that performance conditions relating to the relative total shareholder return ("TSR") of Hittite's common stock over the two-year, three-year or four-year period, respectively, in comparison to the TSR of a group of comparable companies, is met. The number of shares that vest on each vesting date may be increased by up to 100% over the target award or decreased to as few as zero shares, depending on Hittite's relative TSR performance over such vesting period.

	/s/ Robert W. Sweet, Jr., Attorney-in-Fact	07/21/2014
	** 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 5 (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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