QuickLogic Corporation
QUICKLOGIC CORPORATION (Form: 4, Received: 11/13/2012 12:54:22)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

HART E THOMAS
2. Issuer Name and Ticker or Trading Symbol

QUICKLOGIC CORPORATION [ QUIK ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
EXEC Chairman of the Board
(Last)          (First)          (Middle)

1277 ORLEANS DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

11/8/2012
(Street)

SUNNYVALE, CA 94089-1138
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   11/8/2012     M (1)    17978   A $0.00   153656   (7) D    
Common Stock   11/8/2012     F (2)    6594   D $2.25   147062   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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 Units   $0.00   (3) 11/8/2012     M      17978       11/8/2012   (4) 11/8/2022   Common Stock   17978   $0.00   17978   D    
Restricted Stock Units   $0.00   (3) 11/8/2012     M         17978    11/8/2012   (4) 11/8/2022   Common Stock   17978   $0.00   0   D    
Stock Option   $2.25   (5) 11/8/2012     M      83895       11/8/2013   (6) 11/7/2022   Common Stock   83895   $2.25   83895   D    

Explanation of Responses:
( 1)  Vesting of Restricted stock units ("RSUs") granted to the reporting person on November 8, 2012
( 2)  Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of RSUs. The Reporting Person did not sell or otherwise dispose of any of the shares reported on this Form 4 for any reason other than to cover required taxes.
( 3)  Each RSU represents a contingent right to receive one share of the Issuer's common stock.
( 4)  RSUs vest 100% immediately on grant date. Shares of the Issuer's common stock will be delivered to the Reporting Person upon vesting.
( 5)  Each Stock Option represents a contingent right to receive one share of the Issuer's common stock.
( 6)  Stock options vest 25% one year from the grant date, and then vest 1/48 monthly for the next 3 years.
( 7)  Includes shares acquired under the Quicklogic employee stock purchase plan on November 14, 2011 and May 14, 2012.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
HART E THOMAS
1277 ORLEANS DRIVE
SUNNYVALE, CA 94089-1138
X
EXEC Chairman of the Board

Signatures
/s/ Patricia Hart by Power of Attorney 11/9/2012
** 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).
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