Edgar Filing: ALTIGEN COMMUNICATIONS 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 ^*

MCDERMOTT PHILIP M

2. Issuer Name and Ticker or Trading Symbol
ALTIGEN COMMUNICATIONS INC [ATGN]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Financial Officer (CFO)

(Last)

(First)

(Middle)

410 EAST PLUMERIA DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
07/21/2009

(Street)

SAN JOSE, CA 95134

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/21/2009		A		10,000 ⁽¹⁾	A	$ 0	39,693 ⁽²⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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

Employee Stock Option (right to buy)

$ 11.375

09/01/2009

40,000

⁽³⁾

11/01/2009

Common Stock

40,000

⁽⁴⁾

Employee Stock Option (right to buy)

$ 0.86

09/01/2009

⁽⁴⁾

09/01/2019

Common Stock

⁽⁴⁾

Employee Stock Option (right to buy)

$ 0.86

09/01/2009

39,997

⁽⁴⁾

09/01/2019

Common Stock

39,997

⁽⁴⁾

39,997

Employee Stock Option (right to buy)

$ 11.6876

09/01/2009

71,871

⁽⁵⁾

06/02/2009

Common Stock

71,871

⁽⁶⁾

Employee Stock Option (right to buy)

$ 0.86

09/01/2009

71,871

⁽⁶⁾

09/01/2019

Common Stock

71,871

⁽⁶⁾

71,871

Employee Stock Option (right to buy)

$ 8

09/01/2009

20,000

⁽⁷⁾

04/17/2010

Common Stock

20,000

⁽⁸⁾

Employee Stock Option (right to buy)

$ 0.86

09/01/2009

670

⁽⁸⁾

09/01/2019

Common Stock

670

⁽⁸⁾

670

Employee Stock Option (right to buy)

$ 0.86

09/01/2009

19,330

⁽⁸⁾

09/01/2019

Common Stock

19,330

⁽⁸⁾

19,330

Employee Stock Option (right to buy)

$ 2.125

09/01/2009

34,000

⁽⁹⁾

11/16/2010

Common Stock

34,000

⁽¹⁰⁾

Employee Stock Option (right to buy)

$ 0.86

09/01/2009

13,628

⁽¹⁰⁾

09/01/2019

Common Stock

13,628

⁽¹⁰⁾

13,628

Employee Stock Option (right to buy)

$ 0.86

09/01/2009

20,372

⁽¹⁰⁾

09/01/2019

Common Stock

20,372

⁽¹⁰⁾

20,372

Employee Stock Option (right to buy)

$ 3.82

09/01/2009

60,000

⁽¹¹⁾

01/05/2014

Common Stock

60,000

⁽¹²⁾

Employee Stock Option (right to buy)

$ 0.86

09/01/2009

48,620

⁽¹²⁾

09/01/2019

Common Stock

48,620

⁽¹²⁾

48,620

Employee Stock Option (right to buy)

$ 0.86

09/01/2009

11,380

⁽¹²⁾

09/01/2019

Common Stock

11,380

⁽¹²⁾

11,380

Employee Stock Option (right to buy)

$ 2.98

09/01/2009

60,000

⁽¹³⁾

11/12/2014

Common Stock

60,000

⁽¹⁴⁾

Employee Stock Option (right to buy)

$ 0.86

09/01/2009

54,521

⁽¹⁴⁾

09/01/2019

Common Stock

54,521

⁽¹⁴⁾

54,521

Employee Stock Option (right to buy)

$ 0.86

09/01/2009

5,479

⁽¹⁴⁾

09/01/2019

Common Stock

5,479

⁽¹⁴⁾

5,479

Employee Stock Option (right to buy)

$ 1.3

09/01/2009

100,000

⁽¹⁵⁾

11/15/2017

Common Stock

100,000

⁽¹⁶⁾

Employee Stock Option (right to buy)

$ 0.86

09/01/2009

83,705

⁽¹⁶⁾

09/01/2019

Common Stock

83,705

⁽¹⁶⁾

83,705

Employee Stock Option (right to buy)

$ 0.86

09/01/2009

16,295

⁽¹⁶⁾

09/01/2019

Common Stock

16,295

⁽¹⁶⁾

16,295

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MCDERMOTT PHILIP M 410 EAST PLUMERIA DRIVE SAN JOSE, CA 95134			Chief Financial Officer (CFO)

Signatures

/s/ Philip McDermott		09/15/2009
^**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)	Grant of restricted stock award. 100% of shares granted vest on date of grant.
(2)	Includes 5,989 shares acquired under the ATGN employee stock purchase plan on May 1, 2009.
(3)	The option provided for vesting as follows: 25% on 11/1/2000 then one 48th each month through 11/1/2003.
(4)	On September 1, 2009, the Issuer cancelled, pursuant to the Issuer's option exchange program, an option granted to the Reporting Person on November 1, 1999. In exchange, the reporting person received a replacement option, for 3 shares, having an exercise price of $0.86 per share, which vested 100% on November 1, 2003 and 39,997 shares having an exercise price of $0.86 per share, which vest if and when the closing price of our common stock equals or exceeds $2.50 per share.
(5)	The option provided for vesting as follows: 25% on 6/2/2000 then one 48th each month through 6/2/2003.
(6)	On September 1, 2009, the Issuer cancelled, pursuant to the Issuer's option exchange program, an option granted to the Reporting Person on June 2, 1999. In exchange, the reporting person received a replacement option, for 71,871shares having an exercise price of $0.86 per share, which vest if and when the closing price of our common stock equals or exceeds $2.50 per share.
(7)	The option provided for vesting as follows: 25% on 4/17/2001 then one 48th each month through 4/17/2004.
(8)	On September 1, 2009, the Issuer cancelled, pursuant to the Issuer's option exchange program, an option granted to the Reporting Person on April 17, 2000. In exchange, the reporting person received a replacement option, for 670 shares, having an exercise price of $0.86 per share, which vested 100% on April 17, 2004 and 19,330 shares having an exercise price of $0.86 per share, which vest if and when the closing price of our common stock equals or exceeds $2.50 per share.
(9)	The option provided for vesting as follows: 50% on 11/16/2001 and 50% on 11/16/2002.
(10)	On September 1, 2009, the Issuer cancelled, pursuant to the Issuer's option exchange program, an option granted to the Reporting Person on November 16, 2000. In exchange, the reporting person received a replacement option, for 13,628 shares, having an exercise price of $0.86 per share, which vested 100% on November 16, 2002 and 20,372 shares having an exercise price of $0.86 per share, which vest if and when the closing price of our common stock equals or exceeds $2.50 per share.
(11)	The option provided for vesting as follows: 25% on 11/12/2004 then one 48th each month through 11/12/2007.
(12)	On September 1, 2009, the Issuer cancelled, pursuant to the Issuer's option exchange program, an option granted to the Reporting Person on January 5, 2004. In exchange, the reporting person received a replacement option, for 48,620 shares, having an exercise price of $0.86 per share, which vestd 100% on November 12, 2007 and 11,380 shares having an exercise price of $0.86 per share, which vest if and when the closing price of our common stock equals or exceeds $2.50 per share.
(13)	The option provided for vesting as follows: 25% on 11/12/2005 then one 48th each month through 11/12/2008.
(14)	On September 1, 2009, the Issuer cancelled, pursuant to the Issuer's option exchange program, an option granted to the Reporting Person on November 12, 2004. In exchange, the reporting person received a replacement option, for 54,521 shares, having an exercise price of $0.86 per share, which vested 100% on November 12, 2008 and 5,479 shares having an exercise price of $0.86 per share, which vests if and when the closing price of our common stock equals or exceeds $2.50 per share.
(15)	The option provided for vesting as follows: 25% on 11/15/2008 then one 48th each month through 11/15/2011.
(16)	On September 1, 2009, the Issuer cancelled, pursuant to the Issuer's option exchange program, an option granted to the Reporting Person on November 15, 2007. In exchange, the reporting person received a replacement option, for 83,705 shares, having an exercise price of $0.86 per share, which vests 100% on November 15, 2011and 16,295 shares having an exercise price of $0.86 per share, which vest if and when the closing price of our common stock equals or exceeds $2.50 per share.

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