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*
FLEMING JEREMIAH
(Last) (First) (Middle)
410 EAST PLUMERIA DRIVE
(Street)
SAN JOSE, CA 95134
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ALTIGEN COMMUNICATIONS INC [ ATGN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President, COO and Director
3. Date of Earliest Transaction (Month/Day/Year)
07/21/2009
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 07/21/2009 A 10,000(1) A $0.00 548,515 D
Common Stock 09/10/2009 P 1,071 A $0.8 549,586 D
Common Stock 09/10/2009 P 4,100 A $0.82 553,686 D
Common Stock 09/11/2009 P 4,829 A $0.82 558,515 D
Common Stock 09/11/2009 P 5,300 A $0.81 563,815 D
Common Stock 09/11/2009 P 2,375 A $0.84 566,190 D
Common Stock 09/14/2009 P 518 A $0.81 566,708 D
Common Stock 09/15/2009 P 1,000 A $0.82 567,708 D
Common Stock 09/15/2009 P 3,197 A $0.8409 570,905 D
Common Stock 09/15/2009 P 3,900 A $0.85 574,805 D
Common Stock 09/15/2009 P 100 A $0.8539 574,905 D
Common Stock 09/15/2009 P 200 A $0.8594 575,105 D
Common Stock 09/15/2009 P 500 A $0.8599 575,605 D
Common Stock 09/15/2009 P 3,300 A $0.86 578,905 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) $1.88 09/01/2009 D 300,000 (2) 04/03/2017 Common Stock 300,000 (3) 0 D
Employee Stock Option (right to buy) $0.86 09/01/2009 A 212,600 (3) 09/01/2019 Common Stock 212,600 (3) 212,600 D
Employee Stock Option (right to buy) $0.86 09/01/2009 A 87,400 (3) 09/01/2019 Common Stock 87,400 (3) 87,400 D
Employee Stock Option (right to buy) $1.3 09/01/2009 D 100,000 (4) 11/15/2017 Common Stock 100,000 (5) 0 D
Employee Stock Option (right to buy) $0.86 09/01/2009 A 83,706 (5) 09/01/2019 Common Stock 83,706 (5) 83,706 D
Employee Stock Option (right to buy) $0.86 09/01/2009 A 16,294 (5) 09/01/2019 Common Stock 16,294 (5) 16,294 D
Explanation of Responses:
1. Grant of restricted stock award. 100% of shares granted vest on date of grant.
2. The option provided for vesting as follows: 25% on 4/3/2008 then one 48th each month through 4/3/2011.
3. On September 1, 2009, the Issuer cancelled, pursuant to the Issuer's option exchange program, an option granted to the Reporting Person on April 3, 2007. In exchange, the reporting person received a replacement option, for 212,600 shares, having an exercise price of $0.86 per share, which vests 100% on April 3, 2011and 87,400 shares having an exercise price of $0.86 per share, which vest if and when the closing price of our common stock equals or exceeds $2.50 per share.
4. The option provided for vesting as follows: 25% on 11/15/2008 then one 48th each month through 11/15/2011.
5. On September 1, 2009, the Issuer cancelled, pursuant to the Issuer's option exchange program, an option granted to the Reporting Person on November 15, 2007. In exchange, the reporting person received a replacement option, for 83,706 shares, having an exercise price of $0.86 per share, which vests 100% on November 15, 2011and 16,294 shares having an exercise price of $0.86 per share, which vest if and when the closing price of our common stock equals or exceeds $2.50 per share.
/s/ Jeremiah J. Fleming 09/15/2009
** 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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