Edgar Filing: CATALYST SEMICONDUCTOR INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

VOICU GELU

2. Issuer Name and Ticker or Trading Symbol
CATALYST SEMICONDUCTOR INC [CATS]

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

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President and CEO

(Last)

(First)

(Middle)

C/O CATALYST SEMICONDUCTOR INC., 2975 STENDER WAY

3. Date of Earliest Transaction (Month/Day/Year)
10/10/2008

(Street)

SANTA CLARA, CA 95054

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	10/10/2008	10/10/2008	D		286,667	D	⁽¹⁾	0	D

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Right to buy (Common Stock)

$ 3.35

10/10/2008

56,250

⁽²⁾

03/16/2017

Common Stock

56,250

⁽²⁾

Right to buy (Common Stock)

$ 1.73

10/10/2008

62,046

⁽³⁾

09/27/2011

Common Stock

62,046

⁽³⁾

Right to buy (Common Stock)

$ 2.29

10/10/2008

300,000

⁽⁴⁾

10/15/2012

Common Stock

300,000

⁽⁴⁾

Right to buy (Common Stock)

$ 3.35

10/10/2008

100,000

⁽⁵⁾

03/16/2017

Common Stock

100,000

⁽⁵⁾

Right to buy (Common Stock)

$ 4.27

10/10/2008

200,000

⁽⁶⁾

04/01/2015

Common Stock

200,000

⁽⁶⁾

Right to buy (Common Stock)

$ 4.21

10/10/2008

200,000

⁽⁷⁾

04/01/2015

Common Stock

200,000

⁽⁷⁾

Right to buy (Common Stock)

$ 3.35

10/10/2008

18,750

⁽⁸⁾

03/16/2017

Common Stock

18,750

⁽⁸⁾

Right to buy (Common Stock)

$ 2.34

10/10/2008

200,000

⁽⁹⁾

10/29/2012

Common Stock

200,000

⁽⁹⁾

Restricted Stock Unit

$ 0.001 ⁽¹⁰⁾

10/10/2008

33,350

⁽¹¹⁾

01/02/2010

Common Stock

33,350

⁽¹¹⁾

Restricted Stock Unit

$ 0.001 ⁽¹⁰⁾

10/10/2008

72,000

⁽¹²⁾

11/28/2011

Common Stock

72,000

⁽¹²⁾

Right to buy (Common Stock)

$ 3.19

10/10/2008

141,650

⁽¹³⁾

10/18/2018

Common Stock

141,650

⁽¹³⁾

141,650

Restricted Stock Unit

$ 0.001 ⁽¹⁰⁾

10/10/2008

85,000

⁽¹⁴⁾

Common Stock

85,000

⁽¹⁴⁾

85,000

Right to buy (Common Stock)

$ 3.19

10/10/2008

141,650

⁽¹⁵⁾

10/18/2018

Common Stock

141,650

⁽¹⁵⁾

Restricted Stock Unit

$ 0.001

10/10/2008

85,000

⁽¹⁶⁾

Common Stock

85,000

⁽¹⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
VOICU GELU C/O CATALYST SEMICONDUCTOR INC. 2975 STENDER WAY SANTA CLARA, CA 95054	X		President and CEO

Signatures

/s/ David P. Eichler, Atty-in-Fact Gelu Voicu		10/14/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Disposed of pursuant to a merger agreement between the issuer, ON Semiconductor Corporation ("ON") and Centaur Acquisition Corporation in exchange for 202,386 shares of ON Common Stock have a market value of $4.36 per share on the effective date of the merger, and $3.92 representing fractional shares as provided in the merger agreement.
(2)	This option provided for vesting over 4 years. Upon effectiveness of the merger, this option was exchanged from an option to purchase 39,712 shares of ON Common Stock with an exercise price of $4.75 per share.
(3)	This option provided for vesting over 4 years. Upon effectiveness of the merger, this option was exchanged from an option to purchase 43,804 shares of ON Common Stock with an exercise price of $2.45 per share.
(4)	This option provided for vesting over 4 years. Upon effectiveness of the merger, this option was exchanged from an option to purchase 211,799 shares of ON Common Stock with an exercise price of $3.24 per share.
(5)	This option provided for vesting over 4 years. Upon effectiveness of the merger, this option was exchanged from an option to purchase 70,600 shares of ON Common Stock with an exercise price of $4.75 per share.
(6)	This option provided for vesting over 4 years. Upon effectiveness of the merger, this option was exchanged from an option to purchase 141,199 shares of ON Common Stock with an exercise price of $6.05 per share.
(7)	This option provided for vesting over 4 years. Upon effectiveness of the merger, this option was exchanged from an option to purchase 141,200 shares of ON Common Stock with an exercise price of $5.96 per share.
(8)	This option provided for vesting over 4 years. Upon effectiveness of the merger, this option was exchanged from an option to purchase 13,238 shares of ON Common Stock with an exercise price of $4.75 per share.
(9)	This option provided for vesting over 4 years. Upon effectiveness of the merger, this option was exchanged from an option to purchase 141,200 shares of ON Common Stock with an exercise price of $3.31 per share.
(10)	Represents par value per share of CATS Common Stock.
(11)	The restricted stock unit vest as to 1/3 of the unit each year after the date of grant. Upon effectiveness of the merger, this restricted stock unit was exchanged for a restricted stock unit to purchase 23,545 shares of ON Common Stock.
(12)	1/3 of the restricted stock unit shall vest on May 3, 2009 based on the achievement by reporting person of certain specified performance criteria. In the event such criteria is not met, 1/3 of the restricted stock unit will terminate on May 3, 2009. The remaining 2/3 of the restricted stock unit will vest on January 2, 2011. Upon effectiveness of the merger, this restricted stock unit was exchanged for a restricted stock unit of 50,832 shares of ON Common Stock.
(13)	1/4 of the shares subject to this option shall vest each year on the anniversary of the date of grant.
(14)	1/3 of the restricted stock unit shall become vested each year on the anniversary of the date of grant, and vested shares shall be released to the reporting person on each such date.
(15)	This option provides for vesting over 4 years. Upon effectiveness of the merger, this option was exchanged from an option to purchase 100,004 shares of ON Common Stock with an exercise price of $4.52 per share.
(16)	The rstricted stock unit vest as to 1/3 of the unit each year after the date of grant. Upon effectiveness of the merger, this restricted stock unit was exchanged for a restricted stock unit to purchase 60,010 shares of ON Common Stock.

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