Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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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).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Filed By Romeo & Dye's Instant Form 4 Filer
www.section16.net

1. Name and Address of Reporting Person*

Piotrowski John L

2. Issuer Name and Ticker or Trading Symbol
Semtech Corporation - SMTC

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                       10% Owner
    Officer (give title below)          Other (specify below)

                                                  

(Last)      (First)     (Middle)

200 Flynn Road
 

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Day/Year
January 1, 2003

(Street)

Camarillo, CA 93012-8790

5. If Amendment,
Date of Original
(Month/Day/Year)
 		 7. 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. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A)
or
(D)

Price
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).

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FORM 4 (continued)

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. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Stock Option (1)

$10.94

01/01/03

 

A

 

1,250

 

01-01-04

01-01-13

Common Stock

1,250

 

1,250

D

 

Stock Option (1)

$10.94

01/01/03

 

A

 

1,250

 

01-01-05

01-01-13

Common Stock

1,250

 

1,250

D

 

Stock Option (1)

$10.94

01/01/03

 

A

 

1,250

 

01-01-06

01-01-13

Common Stock

1,250

 

1,250

D

 

Stock Option (1)

$10.94

01/01/03

 

A

 

1,250

 

01-01-07

01-01-13

Common Stock

1,250

 

1,250

D

 

Explanation of Responses:

(1) Report of stock option grant
  By: /s/ John L. Piotrowski
             by Suzanna Fabos under Power of Attorney dated December 5, 2002 (copy attached
**Signature of Reporting Person		 January 6, 2003
Date

**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.

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 Number.

 

 
                              SEMTECH



                          POWER OF ATTORNEY


The undersigned, John l. Piotrowski, hereby constitutes and appoints David G. Franz, Jr.
and Suzanna Fabos, and each of them, jointly and severally, his lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to execute and file with the Securities and
Exchange Commission and any stock exchange or similar authority (or any other governmental
or regulatory authority) Forms 3, 4 and 5 under Section 16(a) of the Securities Exchange
Act of 1934, as amended (the "Act") and the rules thereunder, or any other appropriate form,
and all amendments thereto with all exhibits and any and all documents required to be filed
with respect thereto, relating to his holdings or beneficial ownership of securities issued
by Semtech Corporation, a corporation organized under the laws of the State of Delaware (the
"Corporation"), granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite or necessary to be done
as fully to all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, and each of them, or his or her
substitute or substitutes, may do or lawfully cause to be done by virtue hereof.

The undersigned acknowledges that the foregoing attorneys-in-fact and agents, solely by virtue
of serving in such capacity at the request of the undersigned, are not assuming, nor is the
Corporation assuming, any of the undersigned's responsibilities to comply with Section 16 of
the Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no
longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings or
beneficial ownership of and transactions in securities issued by the Corporation, unless
earlier revoked by the undersigned in a writing delivered to the foregoing attorneys-in- fact.



/s/ John L. Piotrowski
_____________________________      			         December 5, 2002
John L. Piotrowski