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 ^*

FLEMING JEREMIAH

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

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

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

(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)
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	07/21/2009		A		10,000 ⁽¹⁾	A	$ 0	548,515	D
Common Stock	09/10/2009		P		1,071	A	$ 0.8	549,586	D
Common Stock	09/10/2009		P		4,100	A	$ 0.82	553,686	D
Common Stock	09/11/2009		P		4,829	A	$ 0.82	558,515	D
Common Stock	09/11/2009		P		5,300	A	$ 0.81	563,815	D
Common Stock	09/11/2009		P		2,375	A	$ 0.84	566,190	D
Common Stock	09/14/2009		P		518	A	$ 0.81	566,708	D
Common Stock	09/15/2009		P		1,000	A	$ 0.82	567,708	D
Common Stock	09/15/2009		P		3,197	A	$ 0.8409	570,905	D
Common Stock	09/15/2009		P		3,900	A	$ 0.85	574,805	D
Common Stock	09/15/2009		P		100	A	$ 0.8539	574,905	D
Common Stock	09/15/2009		P		200	A	$ 0.8594	575,105	D
Common Stock	09/15/2009		P		500	A	$ 0.8599	575,605	D
Common Stock	09/15/2009		P		3,300	A	$ 0.86	578,905	D

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

Employee Stock Option (right to buy)

$ 1.88

09/01/2009

300,000

⁽²⁾

04/03/2017

Common Stock

300,000

⁽³⁾

Employee Stock Option (right to buy)

$ 0.86

09/01/2009

212,600

⁽³⁾

09/01/2019

Common Stock

212,600

⁽³⁾

212,600

Employee Stock Option (right to buy)

$ 0.86

09/01/2009

87,400

⁽³⁾

09/01/2019

Common Stock

87,400

⁽³⁾

87,400

Employee Stock Option (right to buy)

$ 1.3

09/01/2009

100,000

⁽⁴⁾

11/15/2017

Common Stock

100,000

⁽⁵⁾

Employee Stock Option (right to buy)

$ 0.86

09/01/2009

83,706

⁽⁵⁾

09/01/2019

Common Stock

83,706

⁽⁵⁾

83,706

Employee Stock Option (right to buy)

$ 0.86

09/01/2009

16,294

⁽⁵⁾

09/01/2019

Common Stock

16,294

⁽⁵⁾

16,294

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
FLEMING JEREMIAH 410 EAST PLUMERIA DRIVE SAN JOSE,, CA 95134	X		President, COO and Director

Signatures

/s/ Jeremiah J. Fleming		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)	The option provided for vesting as follows: 25% on 4/3/2008 then one 48th each month through 4/3/2011.
(3)	On September 1, 2009, the Issuer cancelled, pursuant to the Issuer's option exchange program, an option granted to the Reporting Person on April 3, 2007. In exchange, the reporting person received a replacement option, for 212,600 shares, having an exercise price of $0.86 per share, which vests 100% on April 3, 2011and 87,400 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.
(4)	The option provided for vesting as follows: 25% on 11/15/2008 then one 48th each month through 11/15/2011.
(5)	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 83,706 shares, having an exercise price of $0.86 per share, which vests 100% on November 15, 2011and 16,294 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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