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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* Rhodes Howard E. (Last) (First) (Middle) 4275 BURTON DRIVE (Street) SANTA CLARA CA 95054 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol OMNIVISION TECHNOLOGIES INC [ OVTI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Technical Officer
	3. Date of Earliest Transaction (Month/Day/Year) 01/29/2016
	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	01/29/2016	01/29/2016	D		27,012	D	$29.75(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option	$21.84	01/29/2016	01/29/2016	D			31,912	07/01/2011(2)	07/01/2017	Common Stock	31,912	$0	0(3)	D
Stock Option	$34.8	01/29/2016	01/29/2016	D			50,000	07/01/2012(2)	07/01/2018	Common Stock	50,000	$0	0(4)	D
Stock Option	$13.34	01/29/2016	01/29/2016	D			27,606	07/01/2013(2)	07/01/2019	Common Stock	27,606	$0	0(5)	D
Stock Option	$18.47	01/29/2016	01/29/2016	D			53,000	07/01/2014(2)	07/01/2020	Common Stock	53,000	$0	0(6)	D
Stock Option	$22.68	01/29/2016	01/29/2016	D			41,000	07/01/2015(2)	07/01/2021	Common Stock	41,000	$0	0(7)	D
Stock Option	$26.13	01/29/2016	01/29/2016	D			25,000	07/01/2016(2)	07/01/2022	Common Stock	25,000	$0	0(8)	D
Restricted Stock Unit	$0.001(9)	01/29/2016	01/29/2016	D			14,746	07/01/2014(10)	(10)	Common Stock	14,746	$0	0(11)	D
Restricted Stock Unit	$0.001(9)	01/29/2016	01/29/2016	D			20,000	07/01/2015(10)	(10)	Common Stock	20,000	$0	0(12)	D

Explanation of Responses:

1. Pursuant to the terms of the Agreement and Plan of Merger dated April 30, 2015 by and among Seagull International Limited, a Cayman Islands exempted limited company ("Investor"), Seagull Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Investor ("Acquisition Sub"), and OmniVision Technologies, Inc., a Delaware corporation (the "Issuer"), as amended by Amendment No. 1 dated October 30, 2015 (as amended, the "Merger Agreement"), Acquisition Sub merged with and into the Issuer (the "Merger"), and in connection therewith the Reporting Person disposed of these shares in exchange for $29.75 per share without interest and less applicable withholding taxes.

2. 1/4th of the shares underlying the options become vested and exercisable one year from the date of grant and 1/48th of the shares underlying the options become exercisable each month thereafter.

3. Pursuant to the terms of the Merger Agreement and in connection with the Merger, this option, which covered 31,912 shares of Issuer common stock, was cancelled in exchange for a cash payment, without interest and less applicable withholding taxes, representing the excess of $29.75 over the exercise price of the option multiplied by the number of shares subject to this option.

4. Pursuant to the terms of the Merger Agreement and in connection with the Merger, the (i) unvested portion of this option and (ii) the portion of this option that was vested and outstanding as of immediately prior to the effective time of the Merger and that had a per share exercise price greater than or equal to $29.75, which in aggregate covered 50,000 shares of Issuer common stock, was assumed and exchanged for an option to purchase 50,000 shares of Seagull Investment Holdings Limited, a Cayman Islands exempted limited company and the ultimate parent of Investor ("Investor Parent").

5. Pursuant to the terms of the Merger Agreement and in connection with the Merger, the (i) unvested portion of this option and (ii) the portion of this option that was vested and outstanding as of immediately prior to the effective time of the Merger and that had a per share exercise price greater than or equal to $29.75, which in aggregate covered 6,627 shares of Issuer common stock, was assumed and exchanged for an option to purchase 6,627 shares of Seagull Investment Holdings Limited, a Cayman Islands exempted limited company and the ultimate parent of Investor ("Investor Parent"). The remaining portion of this option, which covered 20,979 shares of Issuer common stock, was not assumed by Investor and was cancelled in exchange for a cash payment, without interest and less applicable withholding taxes, representing the excess of $29.75 over the exercise price of the option multiplied by the number of shares subject to this portion of the option.

6. Pursuant to the terms of the Merger Agreement and in connection with the Merger, the (i) unvested portion of this option and (ii) the portion of this option that was vested and outstanding as of immediately prior to the effective time of the Merger and that had a per share exercise price greater than or equal to $29.75, which in aggregate covered 19,876 shares of Issuer common stock, was assumed and exchanged for an option to purchase 19,876 shares of Seagull Investment Holdings Limited, a Cayman Islands exempted limited company and the ultimate parent of Investor ("Investor Parent"). The remaining portion of this option, which covered 33,124 shares of Issuer common stock, was not assumed by Investor and was cancelled in exchange for a cash payment, without interest and less applicable withholding taxes, representing the excess of $29.75 over the exercise price of the option multiplied by the number of shares subject to this portion of the option.

7. Pursuant to the terms of the Merger Agreement and in connection with the Merger, the (i) unvested portion of this option and (ii) the portion of this option that was vested and outstanding as of immediately prior to the effective time of the Merger and that had a per share exercise price greater than or equal to $29.75, which in aggregate covered 25,626 shares of Issuer common stock, was assumed and exchanged for an option to purchase 25,626 shares of Seagull Investment Holdings Limited, a Cayman Islands exempted limited company and the ultimate parent of Investor ("Investor Parent"). The remaining portion of this option, which covered 15,374 shares of Issuer common stock, was not assumed by Investor and was cancelled in exchange for a cash payment, without interest and less applicable withholding taxes, representing the excess of $29.75 over the exercise price of the option multiplied by the number of shares subject to this portion of the option.

8. Pursuant to the terms of the Merger Agreement and in connection with the Merger, the (i) unvested portion of this option and (ii) the portion of this option that was vested and outstanding as of immediately prior to the effective time of the Merger and that had a per share exercise price greater than or equal to $29.75, which in aggregate covered 25,000 shares of Issuer common stock, was assumed and exchanged for an option to purchase 25,000 shares of Seagull Investment Holdings Limited, a Cayman Islands exempted limited company and the ultimate parent of Investor ("Investor Parent").

9. Represents the par value of Issuer's common stock.

10. One-Third of the Restricted Stock Units will vest on the first anniversary of the Vesting Commencement Date, and one-third of the Restricted Stock Units will vest on each of the second and third anniversaries of the Vesting Commencement Date, provided, however, that in each case Participant remains a Service Provider through each vesting date.

11. Pursuant to the terms of the Merger Agreement and in connection with the Merger, the restricted stock units covering 14,746 shares of Issuer common stock were cancelled in exchange for $29.75 per share without interest and less applicable withholding taxes.

12. Pursuant to the terms of the Merger Agreement and in connection with the Merger, the restricted stock units covering 20,000 shares of Issuer common stock were cancelled in exchange for $29.75 per share without interest and less applicable withholding taxes.

	/s/ Tina Sze, Attorney-in-Fact for Howard E. Rhodes	01/29/2016
	** 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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