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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 | ||||||||
| Nonqualified Stock Option (Right to Buy) | $ 25.47 | 09/01/2005 | A | 5,000 | 12/31/2005(3) | 09/01/2012 | Common Stock | 5,000 | $ 0 | 5,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| VON ARX DOLPH W C/O CREE, INC. 4600 SILICON DRIVE DURHAM, NC 27703 |
X | |||
| Dolph W. von Arx | 09/02/2005 | |
| **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) | Shares of restricted stock awarded under the Cree, Inc. 2004 Long-Term Incentive Compensation Plan. Shares awarded will vest on September 1, 2006 provided the recipient continues service until that date as a member of the Board of Directors of Cree, Inc. or as an employee of Cree, Inc. or a related "Employer" as defined in the Plan. |
| (2) | Of the 740,926 shares beneficially owned by Mr. von Arx, (1) 5,000 shares are held directly, (2) 202,592 shares are held directly in a revocable living trust, (3) 474,834 shares are held indirectly in a Grantor Retained Annuity Trust (GRAT), and (4) 58,500 shares are held indirectly in an individual retirement account (IRA). |
| (3) | The grant is subject to the condition that the shareholders approve certain amendments to the Cree, Inc. 2004 Long-Term Incentive Compensation Plan at the next annual meeting of shareholders to be held on November 3, 2005. The option will terminate if the amendments are not approved. The Option vests and becomes exercisable as to one-fourth of the shares on each of December 31, 2005, March 31, 2006, June 30, 2006 and September 30, 2006 or, if earlier, upon the election of directors at the 2006 Annual Meeting of Shareholders, provided the recipient continues service until said dates as a member of the Board of Directors of Cree, Inc. or as an employee of Cree, Inc. or a related "Employer" as defined in the Plan. |