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* CAPOVILLA DENNIS (Last) (First) (Middle) C/O SOUTHWALL TECHNOLOGIES INC. 3788 FABIAN WAY (Street) PALO ALTO CA 94303 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol SOUTHWALL TECHNOLOGIES INC /DE/ [ SWTX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) OFFICER
	3. Date of Earliest Transaction (Month/Day/Year) 11/28/2011
	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

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
Incentive Stock Option	$2.5	11/28/2011		D			10,734	10/05/2005(1)	10/05/2014	Common Stock	10,734	$11.1(15)	0	D
Non-Qualified Stock Option	$2.5	11/28/2011		D			25,267	10/05/2005(2)	10/05/2014	Common Stock	25,267	$11.1(15)	0	D
Incentive Stock Option	$2.9	11/28/2011		D			26,240	12/09/2006(3)	12/09/2015	Common Stock	26,240	$10.7(15)	0	D
Non-Qualified Stock Option	$2.9	11/28/2011		D			3,761	12/09/2006(4)	12/09/2015	Common Stock	3,761	$10.7(15)	0	D
Incentive Stock Option	$3.55	11/28/2011		D			15,000	05/11/2007(5)	05/10/2016	Common Stock	15,000	$10.05(15)	0	D
Incentive Stock Option	$2.25	11/28/2011		D			30,000	02/06/2008(6)	02/05/2017	Common Stock	30,000	$11.35(15)	0	D
Incentive Stock Option	$4.2	11/28/2011		D			23,810	02/26/2009(7)	02/25/2018	Common Stock	23,810	$9.4(15)	0	D
Non-Qualified Stock Option	$4.2	11/28/2011		D			8,191	02/26/2009(8)	02/25/2018	Common Stock	8,191	$9.4(15)	0	D
Incentive Stock Option	$5.85	11/28/2011		D			20,000	05/15/2009(9)	05/15/2018	Common Stock	20,000	$7.75(15)	0	D
Incentive Stock Option	$3.15	11/28/2011		D			30,000	04/28/2010(10)	04/24/2019	Common Stock	30,000	$10.45(15)	0	D
Incentive Stock Option	$7.95	11/28/2011		D			19,382	03/24/2011(11)	03/23/2020	Common Stock	19,382	$5.65(15)	0	D
Non-Qualified Stock Option	$7.95	11/28/2011		D			1,618	03/24/2011(12)	03/23/2020	Common Stock	1,618	$5.65(15)	0	D
Incentive Stock Option	$11	11/28/2011		D			13,648	03/25/2012(13)	03/24/2021	Common Stock	13,648	$2.6(15)	0	D
Non-Qualified Stock Option	$11	11/28/2011		D			7,352	03/25/2012(14)	03/24/2021	Common Stock	7,352	$2.6(15)	0	D

Explanation of Responses:

1. The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated October 6, 2011, among the Registrant, Solutia Inc. and Backbone Merger Sub, Inc.

2. The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Merger Agreement.

3. The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Merger Agreement.

4. The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Merger Agreement.

5. The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Merger Agreement.

6. The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Merger Agreement.

7. The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Merger Agreement.

8. The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Merger Agreement.

9. The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Merger Agreement.

10. The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Merger Agreement.

11. The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Merger Agreement.

12. The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Merger Agreement.

13. The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Merger Agreement.

14. The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Merger Agreement.

15. The reporting person received cash consideration for the cancellation of the option pursuant to the Merger Agreement equal to the number of shares of the Registrant's common stock underlying such option multiplied by the difference between the exercise price of the option and the per share purchase price of $13.60 in accordance with the Merger Agreement.

Remarks:

	/s/ Dennis F. Capovilla	11/30/2011
	** 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).
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