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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (5) | 07/30/2010 | M | 3,500 | (6) | (6) | Common Stock | 3,500 | $ 0 | 7,000 | D | ||||
| Non-Qualified Stock Options (Right to Buy) | $ 20 | 08/02/2010 | M | 7,500 | (7) | 11/16/2013 | Common Stock | 7,500 | $ 0 | 38,751 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MEYERHOFF JENS C/O FIRST SOLAR, INC. 350 WEST WASHINGTON STREET SUITE 600 TEMPE, AZ 85281-1244 |
CFO, Pres, Util. Sys. Bus. | |||
| /s/ Peter C. Bartolino, Attorney-in-fact | 08/03/2010 | |
| **Signature of Reporting Person | Date |
| * | 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) | Represents shares of common stock issued upon vesting of 20% of the restricted stock units granted on July 30, 2007. |
| (2) | Represents shares of common stock withheld by the Issuer to satisfy certain tax withholding obligations associated with the vesting of the restricted stock units. |
| (3) | This transaction was effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person. |
| (4) | A total of 7,500 shares were sold on this date in multiple transactions at prices ranging from $126.20 to $126.59, with a total weighted average sale price of $126.41. The reporting person undertakes to provide upon request by the staff of the SEC, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
| (5) | Each restricted stock unit represents the right to receive, upon vesting, one share of the Issuer's common stock in accordance with the Issuer's 2006 Omnibus Incentive Compensation Plan. |
| (6) | The restricted stock units were granted on July 30, 2007 as part of the Issuer's annual equity grant to executive officers. The units are scheduled to vest annually from the grant date at a rate of 20% on each of the first three anniversaries of the grant date, with the remaining 40% scheduled to vest on the fourth anniversary of the grant date. |
| (7) | This option to purchase 187,501 shares vested with respect to 20% of the underlying shares on June 1, 2007, and has vested or will vest ratably each month during the 48 month period thereafter, subject to Mr. Meyerhoff's continued employment with the Issuer. |