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^*

MERRELL CYNTHIA B

(Last)

(First)

(Middle)

9416 PALM BAY CIRCLE

(Street)

RALEIGH

27617

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CREE INC [ CREE ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CFO and Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
10/19/2004

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	10/19/2004		M		3,200	A	$2.3438	10,775	D
Common Stock	10/19/2004		M		6,800	A	$4.6875	17,575	D
Common Stock	10/19/2004		M		40,000	A	$4.8438	57,575	D
Common Stock	10/19/2004		M		180,000	A	$3.8125	237,575	D
Common Stock	10/19/2004		S⁽¹⁾		230,000	D	$30.5555	7,575⁽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)
Nonqualified Stock Option (Right to Buy)	$2.3438	10/19/2004		M			3,200	01/01/1998⁽²⁾	01/01/2007	Common Stock	3,200	$0	3,200	D
Nonqualified Stock Option (Right to Buy)	$4.6875	10/19/2004		M			6,800	10/01/1998⁽³⁾	10/01/2007	Common Stock	6,800	$0	3,200	D
Nonqualified Stock Option (Right to Buy)	$4.8438	10/19/2004		M			40,000	07/01/1998	03/16/2008	Common Stock	40,000	$0	0	D
Nonqualified Stock Option (Right to Buy)	$3.8125	10/19/2004		M			180,000	07/01/1999⁽⁴⁾	07/01/2008	Common Stock	180,000	$0	0	D

Explanation of Responses:

1. The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 20, 2004.

2. Option vested and became exerciseable as to 3,200 shares on each of 1/1/1998, 1/1/1999, 1/1/2000, 1/1/2001 and 1/1/2002.

3. Option vested and became exerciseable as to 3,200 shares on each of 10/1/1998, 10/1/1999, 10/1/2000, 10/1/2001 and 10/1/2002.

4. Includes the following shares purchased by Ms. Merrell in the Cree, Inc. Employee Stock Purchase Plan: 922 shares on 10/31/2000; 561 shares on 4/30/2001; 661 shares on 10/31/2001; 1,337 shares on 4/30/2002; 84 shares on 10/31/2002; 2,000 shares on 4/30/2003; 71 shares on 10/31/2003; and 1,409 shares on 4/30/2004.

Remarks:

	Cynthia B. Merrell	10/19/2004
	** 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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