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^*

Fanning Christopher M

(Last)

(First)

(Middle)

5555 N.E. MOORE CT.

(Street)

HILLSBORO

97124

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LATTICE SEMICONDUCTOR CORP [ LSCC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Corporate VP & GM, LD & MSS

3. Date of Earliest Transaction (Month/Day/Year)
05/05/2010

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	05/05/2010		M		628	A	$0⁽¹⁾	27,921	D
Common Stock	05/05/2010		F⁽²⁾		222	D	$5.29	27,699	D
Common Stock	05/06/2010		M		639	A	$0⁽¹⁾	28,338	D
Common Stock	05/06/2010		F⁽²⁾		223	D	$5.06	28,115	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)
Restricted Stock Unit (RSU)	$0⁽³⁾	05/06/2010		M			639	⁽⁴⁾	02/07/2011⁽⁴⁾	Common Stock	639	$0	1,917	D
Restricted Stock Unit (RSU)	$0⁽³⁾	05/05/2010		M			628	⁽⁵⁾	02/06/2012	Common Stock	628	$0	4,397	D

Explanation of Responses:

1. Restricted Stock Units - no purchase price for this transaction.

2. These shares were retained by the Issuer in order to meet the tax withholding obligations of the Reporting Person in connection with the vesting of an installment of the restricted stock units. The amoun retained by the Issuer was not in excess of the amount of the tax liability.

3. Each Restricted Stock Unit (RSU) represents a right to receive one share of the Issuers common shares without payment of specific consideration.

4. A total of 10,222 Restricted Stock Units (RSUs) were granted on 2/6/07 that vest over a four year period wherein 1/16th (6.25%) of the total RSUs granted vest on each quarterly anniversary of the grant date. As of 6/1/09, the effective date the reporting individual became subject to Section 16, a total of 5,749 RSUs have vest and the shares have been released to the reporting individual. The remaining 4,473 RSUs shall continue to vest quarterly until fully vested on 2/6/2011.

5. A total of 10,049 Restricted Stock Units (RSUs) were granted on 2/5/08 that vest over a four year period wherein 1/16th (6.25%) of the total RSUs granted vest on each quarterly anniversary of the grant date. As of 6/1/09, the effective date the reporting individual became subject to Section 16, a total of 3,140 RSUs have vest and the shares have been released to the reporting individual (less any shares withheld to satisfy the tax withholding obligation). The remaining 6,909 RSUs shall continue to vest quarterly until fully vested on 2/5/2012.

	By: Byron W. Milstead, Attorney-in-Fact For: Christopher Fanning	05/07/2010
	** 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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