WJ Communications Inc - Amended Statement of Changes in Beneficial Ownership (4/A)
04 March 2008 - 8:44AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
DIAMOND BRUCE
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2. Issuer Name
and
Ticker or Trading Symbol
WJ COMMUNICATIONS INC
[
WJCI
]
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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
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(Last)
(First)
(Middle)
401 RIVER OAKS PARKWAY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/22/2008
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(Street)
SAN JOSE, CA 95134
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
2/26/2008
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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2/22/2008
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M
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26373
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A
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$0
(1)
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793454
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D
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Common Stock
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2/22/2008
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F
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11063
(2)
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D
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$.68
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782391
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D
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Common Stock
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2/22/2008
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M
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18461
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A
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$0
(1)
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800852
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D
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Common Stock
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2/22/2008
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F
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7188
(2)
(7)
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D
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$.68
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793664
(3)
(7)
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Unit
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$0
(5)
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2/22/2008
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M
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26373
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8/10/2010
(4)
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(4)
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Common Stock
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26373
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$0
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267493
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D
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Restricted Stock Unit
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$0
(5)
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2/22/2008
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M
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18461
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7/30/2011
(6)
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(6)
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Common Stock
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18461
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$0
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237949
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D
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Explanation of Responses:
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(
1)
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Shares of common stock issued without payment upon settlement of newly vested restricted stock units.
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(
2)
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This amount represents the number of shares withheld by the Company to cover tax obligations of the reporting person arising pursuant to the vesting of restricted stock units.
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(
3)
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This amount represents the following items for the reporting person;(a) 34,129 shares acquired pursuant to the terms of the Company's Employee Stock Purchase plan; (b) An award of 500,000 shares of restricted stock that vest solely based on meeting performance criteria offset by 154,026 shares withheld by the Company to cover tax withholding obligations of vested shares; (c) An award of 500,000 shares of restricted stock offset by 178,274 shares withheld by the Company to cover tax withholding obligations of vested shares. This restricted award vests ratably over a thirty-six month period following the date of grant of July 29, 2005 ; (d) 117,268 shares of common stock issued without payment for vested restricted stock units offset by 55,433 shares to cover tax withholding obligations for the vested units; (e) 30,000 shares purchased in various open market transactions.
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(
4)
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The restricted stock units shall vest on August 10, 2010 if the reporting person has continued to be actively employed by the Company through that date. The reporting person received on an accelerated basis a portion of such shares at the end of the fiscal 6-month period ended December 31, 2007, based on the extent to which the Company satisfied its corporate performance objectives for that 6-month fiscal period.
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(
5)
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Each restricted stock unit represents a contingent right to receive one share without payment of WJ Communications Inc. common stock.
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(
6)
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The restricted stock units shall vest on July 30, 2011 if the reporting person has continued to be actively employed by the Company through that date. The reporting person received on an accelerated basis a portion of such shares at the end of the fiscal 6-month period ended December 31, 2007, based on the extent to which the Company satisfied its corporate performance objectives for that 6-month fiscal period.
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(
7)
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This amount has been revised to reflect the recalculation of shares withheld to cover taxes since the reporting person has reached the maxiumum FICA tax limit.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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DIAMOND BRUCE
401 RIVER OAKS PARKWAY
SAN JOSE, CA 95134
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X
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President and CEO
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Signatures
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/s/Rainer N. Growitz by Power of Attorney
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3/3/2008
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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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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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.
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