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SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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X
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
LEE DAVIN
(Last) (First) (Middle)
933 MURPHY RANCH ROAD
(Street)
MILPITAS CA 95035
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
XICOR INC [ XICO ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Vice President, Marketing
3. Date of Earliest Transaction (Month/Day/Year)
07/29/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/29/2004 D 4,400(1) D (2) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $3.68 07/29/2004 D 50,000 (3) 03/16/2013 Common Stock 50,000 (3) 0 D
Non-Qualified Stock Option (right to buy) $8.25 07/29/2004 D 85,000 (4) 02/24/2012 Common Stock 85,000 (4) 0 D
Non-Qualified Stock Option (right to buy) $8.25 07/29/2004 D 25,000 (5) 02/24/2012 Common Stock 25,000 (5) 0 D
Non-Qualified Stock Option (right to buy) $14.34 07/29/2004 D 132,000 (6) 06/30/2014 Common Stock 132,000 (6) 0 D
Incentive Stock Option (right to buy) $14.34 07/29/2004 D 18,000 (7) 06/30/2014 Common Stock 18,000 (7) 0 D
Explanation of Responses:
1. Includes 1,000 shares acquired under Xicor's Employee Stock Purchase Plan in a transaction exempt from the reporting requirements of Section 16(a).
2. Approximately 70% of the shares held by the Reporting Person disposed of pursuant to merger agreement between issuer and Intersil Corporation in exchange for 2,532 shares of Intersil common stock having a market value of $16.48 per share on the day before the effective date of the merger, and approximately 30% of the shares held by the Reporting Person disposed of pursuant to the merger agreement in exchange for a cash payment of approximately $17,820.00.
3. This option, which provided for vesting of 25% of the shares on March 17, 2004 and 1/36 of the remaining shares each month thereafter, was assumed by Intersil in the merger and replaced with an option to purchase 41,118 shares of Intersil common stock for $4.48 per share.
4. This option, which provided for vesting of 25% of the shares on February 25, 2003 and 1/36 of the remaining shares each month thereafter, was assumed by Intersil in the merger and replaced with an option to purchase 69,900 shares of Intersil common stock for $10.04 per share.
5. This option, which was fully vested and exercisable as of the effective date of the merger, was assumed by Intersil in the merger and replaced with an option to purchase 20,559 shares of Intersil common stock for $10.04 per share.
6. This option, which provided for vesting of 25% of the shares on July 1, 2005 and 1/36 of the remaining shares each month thereafter, was assumed by Intersil in the merger and replaced with an option to purchase 108,551 shares of Intersil common stock for $17.44 per share.
7. This option, which provided for vesting of 25% of the shares on July 1, 2005 and 1/36 of the remaining shares each month thereafter, was assumed by Intersil in the merger and replaced with an option to purchase 14,802 shares of Intersil common stock for $17.44 per share.
Davin Lee 08/02/2004
** Signature of Reporting Person Date
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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.