3 1 kl11057_form3.txt FORM 3 FORM 3 -------------------------- OMB APPROVAL -------------------------- OMB Number.......3235-0104 Expires: October 31, 2001 Estimated average burden hours per response.....0.5 -------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 INITIAL STATEMENT OF 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(f) of the Investment Company Actof 1940 (Print or Type Responses) -------------------------------------------------------------------------------- 1. Name and Address of Reporting Person Green Equity Investors III, L.P. 11111 Santa Monica Boulevard, Suite 2000 Los Angeles, CA 90025 -------------------------------------------------------------------------------- 2. Date of Event Requiring Statement (Month/Day/Year) 11/13/01 -------------------------------------------------------------------------------- 3. IRS Identification Number of Reporting Person, if an entity (Voluntary) -------------------------------------------------------------------------------- 4. Issuer Name and Ticker or Trading Symbol MEMC Electronic Materials, Inc. ("WFR") -------------------------------------------------------------------------------- 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) [x] Director (1) [x] 10% Owner [ ] Officer (give title below) [_] Other (specify below) -------------------------------------------------------------------------------- 6. If Amendment, Date of Original (Month/Day/Year) -------------------------------------------------------------------------------- 7. Individual or Joint/Group Filing (Check Applicable Line) [x] Form filed by One Reporting Person [_] Form filed by More than One Reporting Person

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 5(b)(v). 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. (Over) SEC 1474 (3-00)

Explanation of Responses: See attachment. GREEN EQUITY INVESTORS III, L.P. By: GEI Capital III, L.L.C., its General Partner By: /s/ John G. Danhakl ------------------------------ Name: John G. Danhakl Title: Manager November 21, 2001 --------------------------------- Date ** 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 provided is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. Explanation of Responses: (1) Green Equity Investors III, L.P. ("GEI") and Green Equity Investors Side III, L.P. ("GEI Side") may be deemed to be a director for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), by reason of their collective right to nominate one person to serve on the Board of Directors of MEMC Electronic Materials, Inc. (the "Company") in accordance with the terms and conditions of a Members' Agreement dated as of November 13, 2001 by and among TPG Wafer Holdings, LLC ("Wafer Holdings"), TPG Wafer Partners, L.L.C. ("Wafer Partners"), GEI, GEI Side, TCW/Crescent Mezzanine Partners III, L.P. and TCW/Crescent Mezzanine Trust III. (2) GEI and GEI Side collectively own 19.7% of the membership interests in Wafer Holdings, which directly holds 49,959,970 shares of common stock, par value $0.01 per share, of the Company (the "Common Stock") and 260,000 shares of Series A Cumulative Convertible Preferred Stock ("Series A Preferred Stock") of the Company, which shares of Series A Preferred Stock are convertible into an aggregate of 115,555,555 shares of Common Stock. GEI Capital III, L.L.C. ("GEI Capital") is the general partner of GEI and GEI Side. LGP Management, Inc. ("LGPM") is the general partner of Leonard Green & Partners, L.P. ("LGP"), which is an affiliate of GEI Capital and the management company of GEI and GEI Side. GEI Capital, LGPM and LGP may be deemed, pursuant to Rule 13d-3 under the Exchange Act, to beneficially own all of the securities disclosed on this Form 3. Pursuant to Rule 16(a)(2)(ii)(A) of the Exchange Act, GEI and GEI Side are deemed to be the beneficial owners of the Common Stock and Series A Preferred Stock owned directly by Wafer Holdings, only to the extent of their direct or indirect opportunity to profit or share in any profit derived from a transaction in the Common Stock and Series A Preferred Stock owned directly by Wafer Holdings. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that GEI Capital, LGPM and LGP are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any securities beneficially owned by GEI or GEI Side in excess of such amount, and GEI Capital, LGPM and LGP disclaim beneficial ownership of such shares. In addition, as a result of GEI and GEI Side's 19.7% membership interest in Wafer Holdings, GEI and GEI Side III may be deemed, for purposes of Section 16, to beneficially own the Common Stock and Series A Preferred Stock owned directly by Wafer Holdings. However, GEI and GEI Side disclaim beneficial ownership of such shares of Common Stock and Series A Preferred Stock owned directly by Wafer Holdings. (3) From issuance and before approval of the shareholders of the Company, the Series A Preferred Stock is convertible into up to 19.9% of the outstanding shares of Common Stock. The Series A Preferred Stock is fully exercisable and convertible upon obtaining approval of the shareholders of the Company of such securities and the underlying Common Stock. (4) The Warrants are fully exercisable upon obtaining approval of the shareholders of the Company of such securities and the underlying Common Stock. The reported number of shares of Common Stock underlying the Series A Preferred Stock reflects the initial conversion rate of 444.44-to-1 (the ratio of the liquidation value of the series to the conversion price) pursuant to the terms of the Series A Preferred Stock. (5) Includes 3,258,872 Warrants owned directly by GEI and 24,461 Warrants owned directly by GEI Side. Joint Filer Information Name: Green Equity Investors Side III, L.P. Address: 11111 Santa Monica Boulevard, Suite 2000 Los Angeles, CA 90025 Designated Filer: Green Equity Investors III, L.P. Date of Event Requiring Statement: November 13, 2001 Signature: Green Equity Investors Side III, L.P. By: GEI Capital III, LLC, its General Partner By: /s/ John G. Danhakl ------------------------------ Name: John G. Danhakl Title: Manager Joint Filer Information Name: GEI Capital III, L.L.C. Address: 11111 Santa Monica Boulevard, Suite 2000 Los Angeles, CA 90025 Designated Filer: Green Equity Investors III, L.P. Date of Event Requiring Statement: November 13, 2001 Signature: GEI Capital III, L.L.C. By: /s/ John G. Danhakl ------------------------------ Name: John G. Danhakl Title: Manager Joint Filer Information Name: LGP Management, Inc. Address: 11111 Santa Monica Boulevard, Suite 2000 Los Angeles, CA 90025 Designated Filer: Green Equity Investors III, L.P. Date of Event Requiring Statement: November 13, 2001 Signature: LGP Management, Inc. By: /s/ John G. Danhakl ------------------------------ Name: John G. Danhakl Title: Vice President Joint Filer Information Name: Leonard Green & Partners, L.P. Address: 11111 Santa Monica Boulevard, Suite 2000 Los Angeles, CA 90025 Designated Filer: Green Equity Investors III, L.P. Date of Event Requiring Statement: November 13, 2001 Signature: Leonard Green & Partners, L.P. By: LGP Management, Inc., its General Partner By: /s/ John G. Danhakl ------------------------------ Name: John G. Danhakl Title: Vice President

GREEN EQUITY INVESTORS III LP 3