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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

LEE JIMMY SHUEH MIEN

(Last)

(First)

(Middle)

1623 BUCKEYE DRIVE

(Street)

MILPITAS

95035

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INTEGRATED SILICON SOLUTION INC [ ISSI ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
12/07/2015

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	12/07/2015		D		26,251	D	⁽¹⁾	0	D
Common Stock	12/07/2015		D		1,386	D	⁽¹⁾	0	I	by Trust

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 (right to buy)	$4.34	12/07/2015		D			75,000	⁽²⁾	11/12/2016⁽²⁾	Common Stock	75,000	⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$7.57	12/07/2015		D			50,000	⁽²⁾	11/29/2017⁽²⁾	Common Stock	50,000	⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$9.14	12/07/2015		D			50,000	⁽²⁾	11/06/2019⁽²⁾	Common Stock	50,000	⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$9.36	12/07/2015		D			50,000	⁽²⁾	10/28/2018⁽²⁾	Common Stock	50,000	⁽²⁾	0	D
Restricted Stock Units	⁽²⁾	12/07/2015		D			7,500	⁽²⁾	11/06/2016⁽²⁾	Common Stock	7,500	⁽²⁾	0	D
Restricted Stock Units	⁽²⁾	12/07/2015		D			15,000	⁽²⁾	11/06/2018⁽²⁾	Common Stock	15,000	⁽²⁾	0	D
Restricted Stock Units	⁽²⁾	12/07/2015		D			6,000	⁽²⁾	02/11/2021⁽²⁾	Common Stock	6,000	⁽²⁾	0	D
Stock Appreciation Rights	$10.96	12/07/2015		D			80,000	⁽²⁾	11/07/2020⁽²⁾	Common Stock	80,000	⁽²⁾	0	D
Stock Appreciation Rights	$13.54	12/07/2015		D			60,000	⁽²⁾	11/06/2021⁽²⁾	Common Stock	60,000	⁽²⁾	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of March 12, 2015, by and among Integrated Silicon Solution, Inc. ("ISSI") and Uphill Investment Co., as joined by Indigo Acquisition Sub, Inc. (as amended, the "Merger Agreement"), upon the closing of the merger on December 7, 2015 (the"Closing"), each outstanding share of common stock of ISSI was cancelled in exchange for the right to receive $23.00 in cash.

2. Pursuant to the Merger Agreement, upon the Closing, (i) each vested stock option and stock appreciation right was cancelled in exchange for a cash payment per share equal to the excess, if any, of $23.00 over the exercise or base price, as applicable; and (ii) each unvested option, restricted stock unit, and stock appreciation right was converted into the right to receive a cash payment per share equal to the excess, if any, of $23.00 over the exercise or base price, as applicable. Unvested options, restricted stock units, and stock appreciation rights, however, remain subject to the same vesting terms and conditions.

	By: Thanh Ha For: Shueh-Mien Jimmy Lee	12/09/2015
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.