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^*

MCCALL PATRICIA H

(Last)

(First)

(Middle)

C/O CHIPPAC, INC.

47400 KATO ROAD

(Street)

FREMONT

94538

(City)

(State)

(Zip)

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

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

	Director		10% Owner
X	Officer (give title below)	X	Other (specify below)
	Corporate Counsel		Former General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2004

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)
Class A Common Stock, $0.01 par value	08/04/2004		D		17,973	D	⁽¹⁾	0	I	See Footnote⁽²⁾

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)
Employee Stock Option	$2.55	08/04/2004		D			60,000	⁽³⁾	⁽⁴⁾	Class A Common Stock	60,000	⁽³⁾	0	D
Employee Stock Option	$2.88	08/04/2004		D			100,000	⁽⁵⁾	⁽⁶⁾	Class A Common Stock	100,000	⁽⁵⁾	0	D
Employee Stock Option	$3.75	08/04/2004		D			60,000	⁽⁷⁾	⁽⁸⁾	Class A Common Stock	60,000	⁽⁷⁾	0	D
Employee Stock Option	$1.88	08/04/2004		D			75,000	⁽⁹⁾	⁽¹⁰⁾	Class A Common Stock	75,000	⁽⁹⁾	0	D
Employee Stock Option	$6.9	08/04/2004		D			60,000	⁽¹¹⁾	⁽¹²⁾	Class A Common Stock	60,000	⁽¹¹⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to merger agreement between ChipPAC, Inc. and ST Assembly Test Services Ltd, a Singapore public company limited by shares ("STATS"), in exchange for 15,636 ADRs of STATS having a market value of $6.36 per ADR as of August 5, 2004.

2. These shares were disposed of by the Bernstein-McCall 1998 Trust, the beneficiaries of which are members of the reporting member's immediate family.

3. This option, which is currently exercisable, was assumed by STATS in the merger and replaced with an option to purchase 52,200 ADRs of STATS for $2.93 per ADR.

4. Any portion of the option which has not been exercised prior to the termination of the reporting person's employment with STATS or any of its subsidiaries will expire on the earlier of: (i) six months after such termination date if such termination is due to the employee's death or disability, (ii) 30 days after such termination date if the termination is for any reason other than the employee's death or disability and (iii) March 17, 2013.

5. This option, which is currently exercisable, was assumed by STATS in the merger and replaced with an option to purchase 87,000 ADRs of STATS for $3.31 per ADR.

6. Any portion of the option which has not been exercised prior to the termination of the reporting person's employment with STATS or any of its subsidiaries will expire on the earlier of: (i) six months after such termination date if such termination is due to the employee's death or disability, (ii) 30 days after such termination date if the termination is for any reason other than the employee's death or disability and (iii) December 19, 2010.

7. This option, which is currently exercisable, was assumed by STATS in the merger and replaced with an option to purchase 52,200 ADRs of STATS for $4.31 per ADR.

8. Any portion of the option which has not been exercised prior to the termination of the reporting person's employment with STATS or any of its subsidiaries will expire on the earlier of: (i) six months after such termination date if such termination is due to the employee's death or disability, (ii) 30 days after such termination date if the termination is for any reason other than the employee's death or disability and (iii) March 21, 2011.

9. This option, which is currently exercisable, was assumed by STATS in the merger and replaced with an option to purchase 65,250 ADRs of STATS for $2.16 per ADR.

10. Any portion of the option which has not been exercised prior to the termination of the reporting person's employment with STATS or any of its subsidiaries will expire on the earlier of: (i) six months after such termination date if such termination is due to the employee's death or disability, (ii) 90 days after such termination date if the termination is for any reason other than the employee's death or disability and (iii) September 26, 2011.

11. This option vests on February 4, 2005 and was assumed by STATS in the merger and replaced with an option to purchase 52,200 ADRs of STATS for $7.93 per ADR.

12. Any portion of the option which has not been exercised prior to the termination of the reporting person's employment with STATS or any of its subsidiaries will expire on the earlier of: (i) six months after such termination date if such termination is due to the employee's death or disability, (ii) 30 days after such termination date if the termination is for any reason other than the employee's death or disability and (iii) February 4, 2014.

	/s/ Eva H. Davis, under power of attorney filed previously.	08/06/2004
	** Signature of Reporting Person	Date
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