SEC FORM 4 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
KISH DENNIS G

(Last) (First) (Middle)
2061 STIERLIN COURT

(Street)
MOUNTAIN VIEW CA 94043

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ACTEL CORP [ ACTL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP of Marketing
3. Date of Earliest Transaction (Month/Day/Year)
01/03/2006
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
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
Restricted Stock Unit (1) 01/03/2006 A 15,000 (2) (2) Common Stock 15,000 $0.00 15,000 D
Non-Qualified Stock Option (right to buy) $19.73 01/03/2006 D 45,000 08/01/2004 03/14/2012 Common Stock 45,000 (3) 0 D
Restricted Stock Unit (1) 01/03/2006 A 11,429 (2) (2) Common Stock 11,429 $0.00 11,429 D
Non-Qualified Stock Option (right to buy) $20.5625 01/03/2006 D 40,000 12/21/2004 12/21/2010 Common Stock 40,000 (3) 0 D
Restricted Stock Unit (1) 01/03/2006 A 14,287 (2) (2) Common Stock 14,287 $0.00 14,287 D
Incentive Stock Option (right to buy) $21.9 01/03/2006 D 7,169 08/01/2003 07/31/2011 Common Stock 7,169 (3) 0 D
Non-Qualified Stock Option (right to buy) $21.9 01/03/2006 D 42,831 08/01/2003 07/31/2011 Common Stock 42,831 (3) 0 D
Restricted Stock Unit (1) 01/03/2006 A 12,858 (4) (4) Common Stock 12,858 $0.00 12,858 D
Non-Qualified Stock Option (right to buy) $24.759 01/03/2006 D 45,000 08/01/2006 03/02/2014 Common Stock 45,000 (3) 0 D
Restricted Stock Unit (1) 01/03/2006 A 4,547 (5) (5) Common Stock 4,547 $0.00 4,547 D
Incentive Stock Option (right to buy) $27.5 01/03/2006 D 1,563 02/18/2002 02/18/2010 Common Stock 2,459 (3) 0 D
Non-Qualified Stock Option (right to buy) $27.5 01/03/2006 D 23,437 02/18/2002 02/18/2010 Common Stock 22,541 (3) 0 D
Restricted Stock Unit (1) 01/03/2006 A 18,572 (2) (2) Common Stock 18,572 $0.00 18,572 D
Incentive Stock Option (right to buy) $20.375 01/03/2006 D 19,628 11/05/2000 11/05/2009 Common Stock 19,628 (3) 0 D
Non-Qualified Stock Option (right to buy) $20.375 01/03/2006 D 45,372 11/05/2000 11/05/2009 Common Stock 45,372 (3) 0 D
Explanation of Responses:
1. Each restricted stock unit represents the contingent right to receive one share of Common Stock.
2. This award of restricted stock units vests 50% on December 31, 2006 and 12.5% quarterly thereafter until December 31, 2007. The vested shares of Common Stock will be issued to the Reporting Person upon vesting.
3. The reporting person agreed to the cancellation of these stock options in exchange for the above restricted stock units.
4. This award of restricted stock units vests 50% on March 31, 2007 and 10% quarterly thereafter until June 30, 2008. The vested shares of Common Stock will be issued to the Reporting Person upon vesting.
5. This award of restricted stock units vests 50% on September 30, 2007 and 7.143% quarterly thereafter until June 30, 2009. The vested shares of Common Stock will be issued to the Reporting Person upon vesting.
Remarks:
Dennis G. Kish 01/05/2006
** 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.
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