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Jeffrey Waters

Filed: 5 May 15, 8:00pm
SEC Form 4
FORM 4UNITED 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*
WATERS JEFFREY

(Last)(First)(Middle)
101 INNOVATION DRIVE

(Street)
SAN JOSECA95134

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
ALTERA CORP [ ALTR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP & GM, Business Unit
3. Date of Earliest Transaction (Month/Day/Year)
05/04/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(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 Security3. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Restricted Stock Unit (5)(1)05/04/2015A19,560(2)(2)Common Stock19,560$0.019,560D
Restricted Stock Unit (RSU)(1)05/04/2015A22,821(3)(3)Common Stock22,821(3)$0.085,445D
Explanation of Responses:
1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive at settlement one share of Altera common stock at no cost.
2. The performance restricted stock units ("PRSUs") were granted under Altera's 2005 Equity Incentive Plan. The exact number of PRSUs (Calculated Shares) that may be earned will be determined by comparing Altera's total shareholder return ("TSR") to the TSR of the Philadelphia Semiconductor Total Return Index (the "Index") immediately preceding and at the end of the three-year period commencing May 4, 2015 and ending May 4, 2018 (the "Performance Period"). Each 1% difference between Altera's TSR and the Index TSR at the end of the Performance Period will result in a 2% upwards or downwards adjustment to the payout percentage. The number of performance stock units shown in columns 5 and 7 is equal to the maximum number of PRSUs that may be earned. The minimum number of PRSUs that may be earned is zero. Subject to the Reporting Person's continuing employment and the provisions set forth in the PRSU award agreement, 100% of the Calculated Shares will vest on May 31, 2018.
3. Subject to the Reporting Person's continuing employment and the provisions in the Altera's standard form of RSU award agreement, the shares shall vest at a rate of 25% annually. Shares will be delivered to the reporting person on such vest date.
Jeffrey W Waters05/06/2015
** Signature of Reporting PersonDate
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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