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^*

ARCHER TIMOTHY

(Last)

(First)

(Middle)

4000 NORTH FIRST STREET

(Street)

SAN JOSE

95134

(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 & General Manager

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		F		3,545⁽¹⁾	D	$12.47⁽²⁾	61,450	D
Common Stock	12/19/2008		S		6,455⁽³⁾	D	$12.8913⁽⁴⁾	54,995	D
Common Stock								1,482⁽⁵⁾	I	By 401K
Common Stock								448⁽⁶⁾	I	By Spouse

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)
Restricted Stock Award	$0	12/18/2008		M			10,000	12/18/2008	12/18/2008	Common Stock	10,000	$0	0	D
Non-Qualified Stock Option	$12.47⁽²⁾	12/18/2008		A		150,000		⁽⁷⁾	12/18/2018	Common Stock	150,000	$12.47	150,000	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

Explanation of Responses:

1. Shares were forfeited to cover tax obligation upon vesting of a Restricted Stock Award.

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

3. Net securities acquired through the release of a Restricted Stock Award on 12/18/08, were sold pursuant to a 10b5-1 Plan.

4. Represents the stock price at which the securities sold.

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

6. The indirect holdings by Mrs. Archer are estimated shares held in the Company 401K 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.

	Timothy Archer	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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