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^*

RUSSAK MICHAEL A

(Last)

(First)

(Middle)

1710 AUTOMATION PARKWAY

(Street)

SAN JOSE

95131

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KOMAG INC /DE/ [ KOMG ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2003

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)
Common Stock	08/01/2003		M		10,800⁽¹⁾	A	$0⁽²⁾	10,800	D
Common Stock	08/01/2003		S		3,150	D	$13.51	7,650	D
Common Stock	08/01/2003		S		400	D	$13.6	7,250	D
Common Stock	08/01/2003		S		200	D	$13.65	7,050	D
Common Stock	08/01/2003		S		100	D	$13.7	6,950	D
Common Stock	08/01/2003		S		550	D	$13.74	6,400	D
Common Stock	08/01/2003		S		1,400	D	$13.95	5,000	D
Common Stock	08/01/2003		S		5,000	D	$13.5	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)
Phantom Stock⁽³⁾	$0	08/01/2003		M			12,000	10/07/2002⁽³⁾	11/06/2002⁽²⁾⁽³⁾	Common Stock	12,000	$0	67,000	D

Explanation of Responses:

1. Pursuant to the Komag Deferred Compensation Plan, Reporting Person is subject to a 10% forfeiture (1,200 shares) deducted from vested shares (12,000 shares) that are withdrawn early from the Komag Deferred Compensation Plan.

2. Under the Komag Deferred Compensation Plan, each unit of Phantom Stock has a value equal to one share of KOMG common stock. The Phantom Stock will be payable in shares of KOMG common stock at a date in the future as selected by the Purchaser. The vesting schedule of the Phantom Stock is the same as the associated stock purchase right under which the Phantom Stock was acquired.

3. The securities were acquired from the 2002 Qualified Stock Plan and converted into phantom stock. One-fourth (1/4) of the securities acquired shall vest on January 6, 2003, one-fourth (1/4) of the securities acquired shall vest on July 7, 2003, one-fourth (1/4) of the securities acquired shall vest on January 6, 2004, one-fourth (1/4) of the securities acquired shall vest on July 6, 2004, provided that the Reporter does not cease to be a service provider to Komag Incorporated prior to any such vesting date.

Remarks:

	/s/ Jan Schwartz, Attorney-in-fact for Michael A. Russak	08/01/2003
	** 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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