Fairchild Semiconductor International (FCS) Form 4 FAIRCHILD SEMICONDUCTOR INTERNATIONAL / Catherine P Lego ownership change

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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X

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^*

Lego Catherine P

(Last) (First) (Middle)

C/O CORP SEC'Y, FAIRCHILD SEMICONDUCTOR

82 RUNNING HILL ROAD

(Street)

SOUTH PORTLAND ME 04106

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FAIRCHILD SEMICONDUCTOR INTERNATIONAL INC [ FCS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/19/2016

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, par value $.01 per share	09/19/2016		U		20,000	D	$20	0	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Stock Unit	(1)	09/19/2016		D			7,143	(3)	(1)	Common Stock, par value $.01 per share	7,143	$20	0	D
Deferred Stock Unit	(1)	09/19/2016		D			10,000	(3)	(1)	Common Stock, par value $.01 per share	10,000	$20	0	D
Deferred Stock Unit	(1)	09/19/2016		D			10,000	(3)	(1)	Common Stock, par value $.01 per share	10,000	$20	0	D
Restricted Stock Unit	(1)	09/19/2016		D			10,000	(2)	(1)	Common Stock, par value $.01 per share	10,000	$20	0	D
Restricted Stock Unit	(1)	09/19/2016		D			2,500	(2)	(1)	Common Stock, par value $.01 per share	2,500	$20	0	D
Restricted Stock Unit	(1)	09/19/2016		D			2,500	(2)	(1)	Common Stock, par value $.01 per share	2,500	$20	0	D

Explanation of Responses:

1. Inserted only to meet technical requirements of the SEC. Derivative Security reported cannot be assigned a conversion or exercise price and has no expiration date.

2. Derivative Security reported becomes exercisable and settles one year following grant, unless settlement is deferred at the reporting person's option, or earlier upon certain events including a change in control.

3. Derivative Security reported becomes exercisable in 33%, 33% and 34% increments, respectively, on the first, second and third anniversary of the grant date, or earlier upon certain events including a change in control.

Remarks:

	/s/ Paul D. Delva [Attorney-in-fact]	09/19/2016
	** 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.
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