SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

WINNER GREGORY

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
APPLIED MICRO CIRCUITS CORP [ AMCC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr VP Engineering

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
03/31/2003

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)	4. Transaction Code (Instr. 8)	(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)
Non-Qualified Stock Option (right to buy)	4.04	08/28/2002		A	150,000		08/28/2003⁽¹⁾	08/28/2012	Common Stock	150,000	$0	$150,000	D
Non-Qualified Stock Option (right to buy)	4.27	07/01/2002		A	50,000		08/01/2002⁽²⁾	07/01/2012	Common Stock	50,000	$0	$50,000	D
Non-Qualified Stock Option (right to buy)	6.54	05/28/2002		A	60,000		05/28/2002⁽⁴⁾	03/08/2010	Common Stock	60,000	$0⁽³⁾	$60,000	D
Non-Qualified Stock Option (right to buy)	6.54	05/28/2002		A	150,000		05/28/2002⁽⁶⁾	12/21/2010	Common Stock	150,000	$0⁽⁵⁾	$150,000	D
Non-Qualified Stock Option (right to buy)	6.54	05/28/2002		A	150,000		05/28/2002⁽⁸⁾	07/11/2011	Common Stock	150,000	$0⁽⁷⁾	$150,000	D
Non-Qualified Stock Option (right to buy)	6.54	05/28/2002		A	200,000		01/03/2002⁽⁹⁾	05/28/2012	Common Stock	200,000	$0	$200,000	D

Explanation of Responses:

1. Option vests as to 50% of the shares on August 28, 2003 and 1/24 per month thereafter.

2. Option vests in 48 monthly installments beginning on July 1, 2002.

3. On November 27, 2001, the reporting person tendered to the issuer, for cancellation, an option granted to the reporting person on March 8, 2000. In exchange, the reporting person received a replacement option on May 28, 2002.

4. The option provides for vesting at 1/48 per month beginning on March 8, 2000.

5. The reporting person contributed AMCC common stock to an exchange fund in exchange for shares of the exchange fund. The AMCC common stock was valued at $147.875 per share for the purposes of determining the numberof shares of the exchange fund issuable to the reporting person.

6. The option provides for vesting at 1/48 per month beginning on December 21, 2000.

7. On November 27, 2001, the reporting person tendered to the issuer, for cancellation, an option granted to the reporting person on July 11, 2001. In exchange, the reporting person received a replacement option on May 28, 2002.

8. The option provides for vesting at 1/48 per month beginning on July 11, 2001.

9. The option provides for vesting at 1/48 per month beginning on December 3, 2001.

	By: /s/ Jane Borneman For: Greg A. Winner	05/09/2003
	** 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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