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^*

FREEMAN RICHARD

(Last)

(First)

(Middle)

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 Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2003

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	11/03/2003		M		152,600	A	$2.88	160,164	D
Class A Common Stock	11/03/2003		M		24,000	A	$3.75	184,164	D
Class A Common Stock	11/03/2003		S		61,501	D	$8.5	122,663	D
Class A Common Stock	11/03/2003		S		31,600	D	$8.501	91,063	D
Class A Common Stock	11/03/2003		S		71,499	D	$8.578	19,564	D
Class A Common Stock	11/03/2003		S		5,500	D	$8.658	14,064	D
Class A Common Stock	11/03/2003		S		6,500	D	$8.68	7,564	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 (right to buy)	$2.88	11/03/2003		M			152,600	⁽¹⁾	⁽²⁾	Class A Common Stock	152,600	$2.88	247,400	D
Employee Stock Option (right to buy)	$3.75	11/03/2003		M			24,000	⁽³⁾	⁽⁴⁾	Class A Common Stock	24,000	$3.75	36,000	D

Explanation of Responses:

1. The option vests over four years beginning December 20, 2001. 20% of the total vests in each of the first two years and 30% of the total vests in each of the last two years.

2. Any portion of the option which has not been exercised prior to the termination of the reporting person's employment with ChipPAC, Inc. 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 other reason than the employee's death or disability and (iii) December 20, 2010.

3. The option vests over four years beginning March 22, 2002. 20% of the total vests in each of the first two years and 30% of the total vests in each of the last two years.

4. Any portion of the option which has not been exercised prior to the termination of the reporting person's employment with ChipPAC, Inc. 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 other reason than the employee's death or disability and (iii) March 22, 2011.

Remarks:

	Richard Freeman	11/03/2003
	** 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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