SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

SKAGGS STEPHEN A

(Last)

(First)

(Middle)

1600 TECHNOLOGY DRIVE

(Street)

SAN JOSE

95110

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/02/2013

3. Issuer Name and Ticker or Trading Symbol
ATMEL CORP [ ATML ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Interim CFO

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	460,806⁽¹⁾⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽³⁾	09/02/2020	Common Stock	60,000	$6.11	D

Explanation of Responses:

1. Includes 144,656 shares of Common Stock held directly.

2. Also includes 316,150 restricted stock units (RSUs), whereby each RSU represents a contingent right to receive one share of the Issuer's common stock. The RSUs will vest as follows: (i) 82,500 vest in equal quarterly installments on the 15th of each February, May, August and November such that 100% of these shares will be fully vested on August 15, 2014; (ii) 6,000 vest on November 15, 2013, (iii) 10,000 vest on November 15, 2014; (iv) 33,875 vest in equal quarterly installments on the 15th of each February, May, August and November such that 100% of these shares will be fully vested on August 15, 2015; (v) 103,775 vest in equal quarterly installments on the 15th of each February, May, August and November such that 100% of these shares will be fully vested on August 15, 2016; and (vi) 80,000 vest upon the achievement of certain performance goals and time-based vesting requirements.

3. The option is exercisable as to 37,148 shares and vests as to the remaining shares in equal monthly installments such that 100% of the shares subject to the option will be fully vested and exercisable on September 2, 2014.

Remarks:

	/s/ Stephen A. Skaggs	04/08/2013
	** 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 5 (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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