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^*

POTTER MICHAEL

(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)	Other (specify below)
	Chief Financial Officer

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		3,100	D	⁽¹⁾	0	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)
Employee Stock Option	$2.55	08/04/2004		D			30,000	⁽²⁾	⁽³⁾	Class A Common Stock	30,000	⁽²⁾	0	D
Employee Stock Option	$7.91	08/04/2004		D			50,000	⁽⁴⁾	03/31/2014	Class A Common Stock	50,000	⁽⁴⁾	0	D
Employee Stock Option	$7.88	08/04/2004		D			20,000	⁽⁵⁾	10/19/2010	Class A Common Stock	20,000	⁽⁵⁾	0	D
Employee Stock Option	$3.85	08/04/2004		D			30,000	⁽⁶⁾	03/21/2011	Class A Common Stock	30,000	⁽⁶⁾	0	D
Employee Stock Option	$1.88	08/04/2004		D			30,000	⁽⁷⁾	09/26/2011	Class A Common Stock	30,000	⁽⁷⁾	0	D
Employee Stock Option	$5.98	08/04/2004		D			10,000	⁽⁸⁾	07/15/2012	Class A Common Stock	10,000	⁽⁸⁾	0	D
Employee Stock Option	$6.9	08/04/2004		D			30,000	⁽⁹⁾	02/04/2014	Class A Common Stock	30,000	⁽⁹⁾	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 2,697 ADRs of STATS having a market value of $6.36 per ADR as of August 5, 2004.

2. This option vests over four years beginning March 17, 2004 and was assumed by STATS in the merger and replaced with an option to purchase 26,100 ADRs of STATS for $2.93 per ADR.

3. Any portion of the option which has not been exercised prior to the termination of the reporting person's service as a director of 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 director's death or disability, (ii) 30 days after such termination date if the termination is for any reason other than the director's death or disability and (iii) March 17, 2013.

4. This option vests over four years beginning April 1, 2004 and was assumed by STATS in the merger and replaced with an option to purchase 43,500 ADRs of STATS for $9.09 per ADR.

5. This option vests over four years beginning October 20, 2001 and was assumed by STATS in the merger and replaced with an option to purchase 17,400 ADRs of STATS for $9.06 per ADR.

6. This option vests over four years beginning March 22, 2002 and was assumed by STATS in the merger and replaced with an option to purchase 26,100 ADRs of STATS for $4.42 per ADR.

7. Any portion of the option which has not been exercised prior to the termination of the reporting person's service as a director of 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 director's death or disability, (ii) 90 days after such termination date if the termination is for any reason other than the director's death or disability and (iii) September 26, 2011.

8. This option vests over four years beginning July 16, 2003 and was assumed by STATS in the merger and replaced with an option to purchase 8,700 ADRs of STATS for $6.87 per ADR

9. This option vests over four years beginning February 5, 2005 and was assumed by STATS in the merger and replaced with an option to purchase 26,100 ADRs of STATS for $7.93 per ADR

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