KOHN BRADLEY D 4

4 · MEMC ELECTRONIC MATERIALS INC · Filed Jan 25, 2011

Form 4

Period: 2011-01-23

VP & Gen. Counsel

Transactions

Tax Payment
Common Stock
2011-01-24$11.52/sh−488$5,622→ 27,992 total
Exercise/Conversion
Common Stock
2011-01-24+1,500→ 28,480 total
Tax Payment
Common Stock
2011-01-23$11.25/sh−406$4,568→ 26,980 total
Exercise/Conversion
Restricted Stock Units
2011-01-24−1,500→ 0 total
Exercise: $0.00→ Common Stock (1,500 underlying)

Footnotes (3)

[F1]Surrender of shares in payment of tax witholding due as a result of the vesting of RSUs in accordance with Rule 16b-3.
[F2]On January 24, 2007, 6,000 restricted stock units were awarded under the MEMC 2001 Equity Incentive Plan in a transaction exempt under Rule 16b-3. Each restricted stock unit represents a contingent right to receive one share of MEMC common stock. Of these 6,000 restricted stock units, up to 3,000 were subject to forfeiture depending on pre-established company earnings targets for 2007. On January 23, 2008, the Committee determined that the earnings targets had been met, and that none of the 3,000 restricted stock units subject to forfeiture would be forfeited. Pursuant to the vesting schedule established on the date of the award, 1,500 units (25%) vested on January 24, 2008, 1,500 units (25%) vested on January 24, 2009, and 1,500 units (25%) vested on January 24, 2010. The remaining 1,500 (25%) restricted stock units vested on January 24, 2011.
[F3]Price is not applicable to acquisitions resulting from the conversion of restricted stock units.

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