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*
Sennesael Kris
(Last) (First) (Middle)
80 ARKAY DRIVE
(Street)
HAUPPAUGE NY 11788
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
STANDARD MICROSYSTEMS CORP [ SMSC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Sr. VP & Chief Fin. Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/02/2012
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)
Code V Amount (A) or (D) Price
Common Stock 08/02/2012 D 11,386(1) D $37 27,482 D
Common Stock 08/02/2012 D 27,482(2) D (2) 0 D
Common Stock 08/02/2012 D 1,474(1) D $37 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $16.9 08/02/2012 D 60,000 01/05/2010 01/05/2019 Common Stock 60,000 $20.1(3) 40,000 D
Employee Stock Option (Right to Buy) $16.9 08/02/2012 D 40,000 01/05/2010 01/05/2019 Common Stock 40,000 (2) 0 D
Employee Stock Options (Right to Buy) $22.29 08/02/2012 D 9,376 01/15/2011 01/15/2020 Common Stock 9,376 $14.71(3) 9,374 D
Employee Stock Options (Right to Buy) $22.29 08/02/2012 D 9,374 01/15/2011 01/15/2020 Common Stock 9,374 (2) 0 D
Employee Stock Options (Right to Buy) $27.76 08/02/2012 D 9,376 04/15/2011 04/15/2020 Common Stock 9,376 $9.24(3) 9,374 D
Employee Stock Options (Right to Buy) $27.76 08/02/2012 D 9,374 04/15/2011 04/15/2020 Common Stock 9,374 (2) 0 D
Employee Stock Options (Right to Buy) $23.46 08/02/2012 D 2,937 07/15/2011 07/15/2020 Common Stock 2,937 $13.54(3) 2,938 D
Employee Stock Options (Right to Buy) $23.46 08/02/2012 D 2,938 07/15/2011 07/15/2020 Common Stock 2,938 (2) 0 D
Employee Stock Options (Right to Buy) $24.09 08/02/2012 D 1,468 10/15/2011 10/15/2020 Common Stock 1,468 $12.91(3) 4,407 D
Employee Stock Options (Right to Buy) $24.09 08/02/2012 D 4,407 10/15/2011 10/15/2020 Common Stock 4,407 (2) 0 D
Employee Stock Options (Right to Buy) $25 08/02/2012 D 1,468 01/18/2012 01/18/2021 Common Stock 1,468 $12(3) 4,407 D
Employee Stock Options (Right to Buy) $25 08/02/2012 D 4,407 01/18/2012 01/18/2021 Common Stock 4,407 (2) 0 D
Employee Stock Options (Right to Buy) $25 08/02/2012 D 5,525 04/15/2012 04/15/2021 Common Stock 5,525 $12(3) 16,575 D
Employee Stock Options (Right to Buy) $25 08/02/2012 D 16,575 04/15/2012 04/15/2021 Common Stock 16,575 (2) 0 D
Explanation of Responses:
1. Disposed of pursuant to the consummation of the transactions contemplated by the agreement and plan of merger (the "Merger Agreement") dated as of May 1, 2012 by and between Issuer, Microchip Technology Incorporated and Microchip Technology Management Co.
2. Pursuant to the terms of the Merger Agreement, the award was assumed by Microchip Technology Incorporated and adjusted to reflect an exchange ratio, calculated as set forth in the Merger Agreement, equal to 1.134621. The number of Microchip Technology Incorporated shares underlying the award will be calculated by multiplying the number reported herein by the exchange ratio, rounding down to the nearest whole share, and to the extent applicable, the exercise price will be calculated by dividing the exercise price reported herein by the exchange ratio, rounding up to the nearest whole cent. To the extent that any award consisted of stock appreciation rights, it will be converted to a stock settled, as opposed to cash settled, award.
3. This award was canceled pursuant to the Merger Agreement in exchange for a cash payment equal to the difference between the applicable exercise price and $37.00 multiplied by the number of securities underlying the award.
Remarks:
Michael LaBosco (as Attorney-in-Fact) 08/06/2012
** 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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