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^*

DIAMOND BRUCE

(Last)

(First)

(Middle)

401 RIVER OAKS PARKWAY

(Street)

SAN JOSE

95134

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WJ COMMUNICATIONS INC [ WJCI ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2008

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	02/14/2008		F		4,415⁽¹⁾	D	$0.78	831,732⁽²⁾	D
Common Stock	02/14/2008		F		64,651⁽³⁾	D	$0.78	767,081⁽⁴⁾	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)
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)

Explanation of Responses:

1. This amount represents the number of shares withheld by the Company to cover tax-withholding obligations of the reporting person arising pursuant to a vesting of a portion of the award. The restricted stock vests ratably on a monthly basis over a thirty-six month period. The effective date of vest was January 29, 2008 and the stock certificate for the newly issued shares and the corresponding withholding of taxes occured on February 14, 2008.

2. This amount represents the following items for the reporting person;(a) 34,129 shares acquired pursuant to the terms of the Company's Employee Stock Purchase plan; (b) An award of 500,000 shares of restricted stock that vest solely based on meeting performance criteria offset by 89,375 shares withheld by the Company to cover tax withholding obligations of vested shares; (c) An award of 500,000 shares of restricted stock offset by 178,274 shares withheld by the Company to cover tax withholding obligations of vested shares. This restricted award vests ratably over a thirty-six month period following the date of grant of July 29,2005 ; (d) 72,434 shares of common stock issued without payment for vested restricted stock units offset by 37,182 shares to cover tax withholding obligations for the vested units; (e) 30,000 shares purchased in various open market transactions.

3. This amount represents the number of shares withheld by the Company to cover tax-withholding obligations of the reporting person arising pursuant to a vesting of a portion of the award. The effective date of vest was October 25, 2007 pursuant to the achievement of certain performance criteria. The stock certificate for the newly issued shares and the corresponding withholding of taxes occured on February 14, 2008.

4. This amount represents the following items for the reporting person;(a) 34,129 shares acquired pursuant to the terms of the Company's Employee Stock Purchase plan; (b) An award of 500,000 shares of restricted stock that vest solely based on meeting performance criteria offset by 154,026 shares withheld by the Company to cover tax withholding obligations of vested shares; (c) An award of 500,000 shares of restricted stock offset by 178,274 shares withheld by the Company to cover tax withholding obligations of vested shares. This restricted award vests ratably over a thirty-six month period following the date of grant of July 29,2005 ; (d) 72,434 shares of common stock issued without payment for vested restricted stock units offset by 37,182 shares to cover tax withholding obligations for the vested units; (e) 30,000 shares purchased in various open market transactions.

	/s/Rainer N. Growitz by Power of Attorney	02/19/2008
	** 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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