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*
DREXLER JEROME

(Last) (First) (Middle)
C/O DREXLER TECHNOLOGY CORPORATION
1077 INDEPENDENCE AVENUE

(Street)
MOUNTAIN VIEW CA 94043

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DREXLER TECHNOLOGY CORP [ DRXR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman
3. Date of Earliest Transaction (Month/Day/Year)
02/11/2004
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)
Code V Amount (A) or (D) Price
Common Stock 02/11/2004 S 40,181 D $15.6623 670,464 D
Common Stock 02/12/2004 S 14,600 D $15.5875 655,864 D
Common Stock 02/13/2004 S 50 D $15.6 655,814(1) 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
Stock Options (Right to buy) $12.625 09/20/1996 09/20/2006 Common Stock 30,000 30,000 D
Stock Options (Right to buy) $13.0625 02/21/1997 02/21/2007 Common Stock 15,000 15,000 D
Stock Options (Right to buy) $10.75 09/19/1997 09/19/2007 Common Stock 45,000 45,000 D
Stock Options (Right to buy) $14.75 06/02/1998 06/02/2008 Common Stock 15,000 15,000 D
Stock Options (Right to buy) $10.9063 09/15/1998 09/15/2008 Common Stock 20,000 20,000 D
Stock Options (Right to buy) $11.1563 09/25/1998 09/25/2008 Common Stock 30,000 30,000 D
Explanation of Responses:
1. 655,814 shares are held directly by Jerome Drexler, and 7,700 shares are held indirectly by his spouse. Pursuant to rule 16a-1(a)(4), reporting person disclaims beneficial ownership of all such shares held by his spouse. Reporting person is also President and Trustee of the Drexler Foundation, a California non-profit corporation. Reporting person disclaims beneficial ownership of the 7,700 shares owned by such foundation.
Remarks:
Jerome Drexler 02/13/2004
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.