Edgar Filing: POWER ONE INC

Ownership Submission

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

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(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

THOMPSON RICHARD J

2. Issuer Name and Ticker or Trading Symbol
POWER ONE INC [PWER]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Director, President & CEO

(Last)

(First)

(Middle)

740 CALLE PLANO

3. Date of Earliest Transaction (Month/Day/Year)
07/25/2013

(Street)

CAMARILLO, CA 93012

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/25/2013		D		1,460,997 ⁽¹⁾	D	$ 6.35	0	D
Common Stock	07/25/2013		D		288,466	D	$ 6.35	0	I	By Grat ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Option

$ 2.38

07/25/2013

500,000

02/18/2012⁽³⁾

02/18/2018

Common Stock

500,000

$ 3.97

Non-Qualified Stock Option

$ 2.38

07/25/2013

250,000

02/18/2012⁽⁴⁾

02/18/2018

Common Stock

250,000

$ 3.97

Non-Qualified Stock Option

$ 4.265

07/25/2013

467,000

⁽⁵⁾

04/30/2022

Common Stock

467,000

$ 2.085

Non-Qualified Stock Option

$ 7.54

07/25/2013

300,000

⁽⁶⁾

06/01/2020

Common Stock

300,000

⁽⁶⁾

Non-Qualified Stock Option

$ 8.08

07/25/2013

339,000

⁽⁷⁾

05/03/2021

Common Stock

339,000

⁽⁷⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
THOMPSON RICHARD J 740 CALLE PLANO CAMARILLO, CA 93012	X		Director, President & CEO

Signatures

/s/ Tina D. McKnight, by power of attorney for Richard J. Thompson		07/29/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Reflects 284,279 shares of restricted stock units ("RSUs") granted to the reporting person. Such RSUs can be settled for the Issuer's common stock, par value $0.001 ("Common Stock") underlying such option, and vested immediately prior to the effective time of the merger of Verdi Acquisition Corporation, an indirect wholly owned subsidiary of ABB Ltd ("ABB"), with and into Issuer, with Issuer continuing as the surviving corporation (the "Merger") pursuant to the merger agreement by and among the foregoing entities (the "Merger Agreement").
(2)	The reporting person contributed these shares to a grantor retained annuity trust for the benefit of the reporting person.
(3)	This option was canceled in the Merger in exchange for a cash payment of $1,985,000.00, representing the difference between the exercise price of the option and the merger consideration paid for the Common Stock underlying such option.
(4)	This option was canceled in the Merger in exchange for a cash payment of $992,500.00, representing the difference between the exercise price of the option and the merger consideration paid for the Common Stock underlying such option.
(5)	This option, which provided for vesting in three equal annual installments beginning on April 30, 2013, was canceled in the Merger in exchange for a cash payment of $973,695.00, representing the difference between the exercise price of the option and the merger consideration paid for the Common Stock underlying such option.
(6)	This option, which provided for vesting in four equal installments beginning on June 1, 2011, was assumed by ABB in the Merger and replaced with an option to purchase 83,982 shares of ABB American Depositary Shares ("ADSs") for $26.94 per ADS.
(7)	This option, which provided for vesting in three equal annual installments beginning on May 3, 2012, was assumed by ABB in the Merger and replaced with an option to purchase 94,900 ADSs for $28.87 per ADS.

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