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^*

LESKO CHARLIE

(Last)

(First)

(Middle)

2300 BUCKSKIN ROAD

(Street)

POCATELLO

83201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AMIS HOLDINGS INC [ AMIS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VICE PRESIDENT

3. Date of Earliest Transaction (Month/Day/Year)
03/17/2008

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)
Common Stock	03/17/2008		D		108,551.4284	D	$0⁽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)
Incentive Stock Option (right to buy)	$0.78	03/17/2008		D			31,666	05/12/2004⁽²⁾	05/12/2013	Common Stock	31,666	$0⁽³⁾	0	D
Non-Qualified Stock Option (right to buy)	$9.38	03/17/2008		D			20,000	⁽²⁾	07/31/2013	Common Stock	20,000	$0⁽⁴⁾	0	D
Non-Qualified Stock Option (right to buy)	$10.5	03/17/2008		D			24,000	⁽²⁾	07/26/2014	Common Stock	24,000	$0⁽⁵⁾	0	D
Non-Qualified Stock Option (right to buy)	$11.86	03/17/2008		D			40,000	⁽²⁾	08/01/2012	Common Stock	40,000	$0⁽⁶⁾	0	D
Non-Qualified Stock Option (right to buy)	$14.28	03/17/2008		D			50,000	⁽²⁾	08/03/2014	Common Stock	50,000	$0⁽⁷⁾	0	D

Explanation of Responses:

1. disposed of (108,551.4284 shares - 69,174.4284 shares of common stock and 39,377 RSUs) pursuant to merger agreement between AMIS Holdings, INC (AMIS) and ON Semiconductor Corporation (ONNN) in exchange for 124,834.1427 shares of ONNN common stock having a market value of $4.99 on the effective date of the merger.

2. Each option vests 25% on the first anniversary of the grant date and then 1/48 per month over the following three years, subject to certain exceptions (e.g. change of control)

3. This option was assumed by ON Semiconductor Corporation in the merger and replaced with an option to purchase 36,415 shares of ONNN common stock for $0.68 per share

4. This option was assumed by ON Semiconductor Corporation in the merger and replaced with an option to purchase 23,000 shares of ONNN common stock for $8.16 per share

5. This option was assumed by ON Semiconductor Corporation in the merger and replaced with an option to purchase 27,600 shares of ONNN common stock for $9.14 per share

6. This option was assumed by ON Semiconductor Corporation in the merger and replaced with an option to purchase 46,000 shares of ONNN common stock for $10.32 per share

7. This option was assumed by ON Semiconductor Corporation in the merger and replaced with an option to purchase 57,500 shares of ONNN common stock for $12.42 per share

	By: Heather Herndon Buchanan For: Charles F. Lesko	03/21/2008
	** 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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