Edgar Filing: RANKIN JEAN F

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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

RANKIN JEAN F

2. Issuer Name and Ticker or Trading Symbol
AGERE SYSTEMS INC [AGR]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
EVP GC and Sec

(Last)

(First)

(Middle)

1110 AMERICAN PARKWAY NE

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2007

(Street)

ALLENTOWN, PA 18109

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	04/02/2007		D		5,748 ⁽¹⁾	D	$ 0	0	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

Restricted Stock Unit

$ 1 ⁽²⁾

04/02/2007

28,000

12/01/2010⁽⁴⁾

12/01/2010

Common Stock

28,000

$ 0

Restricted Stock Unit

$ 1 ⁽²⁾

04/02/2007

25,000

12/01/2009⁽⁵⁾

12/01/2009

Common Stock

25,000

$ 0

Restricted Stock Unit

$ 1 ⁽²⁾

04/02/2007

50,000

12/01/2007

Common Stock

50,000

$ 0

Stock Options (Right to buy)

$ 13.315

04/02/2007

100,000

12/01/2006⁽⁷⁾

11/30/2012

Common Stock

100,000

$ 0

Stock Options (Right to buy)

$ 13.8

04/02/2007

60,000

12/01/2005⁽⁷⁾

11/30/2011

Common Stock

60,000

$ 0

Stock Options (Right to buy)

$ 15.8

04/02/2007

10,000

02/20/2004⁽⁷⁾

02/19/2010

Common Stock

10,000

$ 0

Stock Options (Right to buy)

$ 19.64

04/02/2007

56,000

12/01/2007⁽⁸⁾

11/30/2013

Common Stock

56,000

$ 0

Stock Options (Right to buy)

$ 35.45

04/02/2007

60,000

12/01/2004⁽⁷⁾

11/30/2010

Common Stock

60,000

$ 0

Stock Options (Right to buy)

$ 55.95

04/02/2007

8,547

08/01/2002⁽⁹⁾

07/31/2008

Common Stock

8,547

$ 0

28,000

Stock Options (Right to buy)

$ 55.95

04/02/2007

14,000

08/01/2002⁽⁹⁾

07/31/2008

Common Stock

14,000

$ 0

14,000

Stock Options (Right to buy)

$ 55.95

04/02/2007

14,000

08/01/2002⁽⁹⁾

07/31/2008

Common Stock

14,000

$ 0

Stock Options (Right to buy)

$ 60

04/02/2007

40,000

03/27/2002⁽⁹⁾

03/26/2008

Common Stock

40,000

$ 0

Stock Options (Right to buy)

$ 107.218

04/02/2007

11,214

06/01/2002⁽⁹⁾

12/25/2010

Common Stock

11,214

$ 0

Stock Options (Right to buy)

$ 107.218

04/02/2007

717

10/25/2002

10/24/2009

Common Stock

717

$ 0

Stock Options (Right to buy)

$ 107.218

04/02/2007

1,405

06/01/2002

10/04/2008

Common Stock

1,405

$ 0

Stock Options (Right to buy)

$ 122.366

04/02/2007

1,626

06/01/2002

06/30/2007

Common Stock

1,626

$ 0

Stock Options (Right to buy)

$ 125.401

04/02/2007

3,738

06/01/2002⁽⁹⁾

01/31/2011

Common Stock

3,738

$ 0

Stock Options (Right to buy)

$ 143.841

04/02/2007

3,313

06/01/2002

10/06/2007

Common Stock

3,313

$ 0

Stock Options (Right to buy)

$ 247.947

04/02/2007

06/01/2002

08/31/2008

Common Stock

$ 0

Stock Options (Right to buy)

$ 247.947

04/02/2007

06/01/2002

08/31/2008

Common Stock

$ 0

Stock Options (Right to buy)

$ 272.535

04/02/2007

2,710

06/01/2002

10/04/2008

Common Stock

2,710

$ 0

Stock Options (Right to buy)

$ 391.944

04/02/2007

11,295

06/01/2002⁽⁹⁾

05/31/2010

Common Stock

11,295

$ 0

Stock Options (Right to buy)

$ 515.607

04/02/2007

2,259

10/25/2002

10/24/2009

Common Stock

2,259

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
RANKIN JEAN F 1110 AMERICAN PARKWAY NE ALLENTOWN, PA 18109			EVP GC and Sec

Signatures

Jonathan Gilbert, Attorney-in-Fact		04/04/2007
^**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).
(9)	All of this option is currently exercisable.
(6)	Pursuant to the terms of a merger agreement among LSI Logic Corporation, Atlas Acquisition Corp. and Agere Systems Inc., each option to purchase Agere stock was converted into an option to purchase LSI stock.
(7)	1/4 of this option became exercisable on the date shown; 1/48th of this option becomes exercisable monthly thereafter.
(4)	These restricted stock units will vest on December 1, 2010, but only if the company meets an earnings per share growth test.
(3)	Pursuant to the terms of a merger agreement among LSI Logic Corporation, Atlas Acquisition Corp. and Agere Systems Inc., each Agere RSU award was converted into an LSI RSU award.
(8)	1/4 of this option becomes exercisable on the date shown; 1/48th of this option becomes exercisable monthly thereafter.
(2)	Each restricted stock unit represents the right to receive one share of common stock if and when the restricted stock unit vests.
(1)	Pursuant to the terms of a merger agreement among LSI Logic Corporation, Atlas Acquisition Corp. and Agere Systems Inc., shares of Agere common stock were converted into shares of LSI common stock having a value of $10.44 per share at the effective time of the merger. The number of securities shown includes securities acquired in transactions exempt from and not required to be reported under Section 16.
(5)	These restricted stock units vest on December 1, 2009, but only if total stockholder return for Agere exceeds the market capitalization weighted total stockholder return of a peer group.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.