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* Chinnasami Vijayan S. (Last) (First) (Middle) C/O MEMC ELECTRONIC MATERIALS, INC. P.O. BOX 8 (Street) ST. PETERS MO 63376 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/16/2012	3. Issuer Name and Ticker or Trading Symbol MEMC ELECTRONIC MATERIALS INC [ WFR ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) SVP Solar Materials	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)	14,000	D
Common Stock	5,000	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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	(2)	08/02/2020	Common Stock	67,000	$11.92	D
Employee Stock Option (Right to Buy)	(3)	04/27/2021	Common Stock	32,000	$11.63	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of MEMC common stock. The grant was made on April 27, 2011 pursuant to the MEMC Electronic Materials, Inc. 2010 Equity Incentive Plan and is intended to qualify as an exempt transaction under Rule 16b-3. The 14,000 restricted stock units vest in 50% increments on April 27, 2014 and April 27, 2015.

2. The option to purchase 67,000 shares of common stock was awarded on August 2, 2010 under the MEMC 2010 Equity Incentive Plan in a transaction exempt under Rule 16b-3 and becomes exercisable at an exercise price of $11.92 per share in 10%, 20%, 30% and 40% increments on August 2, 2011, August 2, 2012, August 2, 2013 and August 2, 2014, respectively.

3. The option to purchase 32,000 shares of common stock was awarded on April 27, 2011 under the MEMC 2010 Equity Incentive Plan in a transaction exempt under Rule 16b-3 and becomes exercisable at an exercise price of $11.63 per share in 10%, 20%, 30% and 40% increments on April 27, 2012, April 27, 2013, April 27, 2014 and April 27, 2015, respectively.

Remarks:

	/s/ Vijayan S. Chinnasami	05/18/2012
	** 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).
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