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^*

BENZING JEFFREY

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NOVELLUS SYSTEMS INC [ NVLS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP/Chief Administrative Off

3. Date of Earliest Transaction (Month/Day/Year)
12/18/2008

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	12/18/2008		M		10,000⁽¹⁾	A	$12.47⁽²⁾	16,762	I	By Spouse
Common Stock	12/18/2008		F		3,575⁽³⁾	D	$12.47⁽²⁾	13,186⁽⁴⁾	I	By Spouse
Common Stock								40,663⁽⁵⁾	D
Common Stock								1,533⁽⁶⁾	I	By 401K

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)
Non-Qualified Stock Option	$12.47⁽²⁾	12/18/2008		A		100,000		⁽⁷⁾	12/18/2018	Common Stock	100,000	$12.47	100,000	D
Restricted Stock Unit	$0⁽⁸⁾	12/18/2008		A		18,000		⁽⁷⁾	12/18/2012	Common Stock	18,000	$0	18,000	D
Restricted Stock Unit	$0⁽⁸⁾	12/18/2008		A		12,000		⁽⁹⁾	03/12/2012	Common Stock	12,000	$0	12,000	D
Restricted Stock Award	$12.47⁽²⁾	12/18/2008		D			10,000	12/18/2008	12/18/2008	Common Stock	10,000	$0	0	I	By Spouse
Non-Qualified Stock Option	$12.47⁽²⁾	12/18/2008		A		3,000		⁽⁷⁾	12/18/2018	Common Stock	3,000	$12.47	3,000	I	By Spouse
Restricted Stock Unit	$0⁽⁸⁾	12/18/2008		A		1,500		⁽⁷⁾	12/18/2012	Common Stock	1,500	$0	1,500	I	By Spouse

Explanation of Responses:

1. Represents derivative securities that were converted to common stock through the vesting of a Restricted Stock Award for Mrs. Benzing.

2. Represents the Company's closing stock price on date of release/grant.

3. Shares were forfeited to cover tax obligation upon vesting of the Restricted Stock Award for Mrs. Benzing.

4. The indirect holdings by Mrs. Benzing include 926 estimated shares held in the Company 401k unitized stock fund. The balance is reported as of the last business day. The remaining shares are held in Common Stock and unvested Restricted Stock Awards.

5. Amount of securities beneficially owned by reporting person.

6. The indirect holdings in the 401K are held in the Company's unitized stock fund. The balance is reported as of the last business day.

7. The grant vests in four annual equal installments beginning December 18, 2009.

8. Each Restricted Stock Unit represents a contingent right to receive one share of NVLS Common Stock.

9. Subject to the reporting person's continued employment, the achievement measurement date will be 12/31/2011, and the vesting date will be 3/12/2012. This grant will vest only if the Company achieves compounded annual revenue growth over 7.5% for the three year period ended 12/31/2011.

	Jeffrey Benzing	12/22/2008
	** 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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