Edgar Filing: Samhouri Samir 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

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Samhouri Samir 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-GM Netwking

(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)
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	04/02/2007		D		500 ⁽¹⁾	D	$ 0	0	D
Common Stock	04/02/2007		D		1,692 ⁽¹⁾	D	$ 0	0	I	by 401(k) plan

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)

$ 12

04/02/2007

3,959

08/02/2005⁽⁷⁾

08/01/2011

Common Stock

3,959

$ 0

Stock Options (Right to buy)

$ 13.315

04/02/2007

115,000

12/01/2006⁽⁸⁾

11/30/2012

Common Stock

115,000

$ 0

Stock Options (Right to buy)

$ 13.8

04/02/2007

33,000

12/01/2005⁽⁹⁾

11/30/2011

Common Stock

33,000

$ 0

Stock Options (Right to buy)

$ 15.5

04/02/2007

15,900

12/02/2003⁽⁸⁾

12/01/2009

Common Stock

15,900

$ 0

Stock Options (Right to buy)

$ 19.64

04/02/2007

57,000

12/01/2007⁽¹⁰⁾

11/30/2013

Common Stock

57,000

$ 0

Stock Options (Right to buy)

$ 35.45

04/02/2007

10,666

12/01/2004⁽⁸⁾

11/30/2010

Common Stock

10,666

$ 0

Stock Options (Right to buy)

$ 48.45

04/02/2007

2,500

11/01/2002⁽¹¹⁾

10/31/2008

Common Stock

2,500

$ 0

Stock Options (Right to buy)

$ 51.25

04/02/2007

2,500

02/01/2003⁽¹¹⁾

01/31/2009

Common Stock

2,500

$ 0

Stock Options (Right to buy)

$ 55.95

04/02/2007

1,944

08/01/2002⁽¹¹⁾

07/31/2008

Common Stock

1,944

$ 0

5,600

Stock Options (Right to buy)

$ 55.95

04/02/2007

2,800

08/01/2002⁽¹¹⁾

07/31/2008

Common Stock

2,800

$ 0

2,800

Stock Options (Right to buy)

$ 55.95

04/02/2007

2,800

08/01/2002⁽¹¹⁾

07/31/2008

Common Stock

2,800

$ 0

Stock Options (Right to buy)

$ 60

04/02/2007

8,000

03/27/2002⁽¹¹⁾

03/26/2008

Common Stock

8,000

$ 0

Stock Options (Right to buy)

$ 219.936

04/02/2007

301

10/19/2005

09/30/2008

Common Stock

301

$ 0

Stock Options (Right to buy)

$ 247.947

04/02/2007

10/19/2005

08/31/2008

Common Stock

$ 0

Stock Options (Right to buy)

$ 247.947

04/02/2007

10/19/2005

08/31/2008

Common Stock

$ 0

Stock Options (Right to buy)

$ 251.164

04/02/2007

301

10/19/2005

04/30/2008

Common Stock

301

$ 0

Stock Options (Right to buy)

$ 350.031

04/02/2007

602

10/19/2005

02/15/2010

Common Stock

602

$ 0

Stock Options (Right to buy)

$ 391.944

04/02/2007

1,807

10/19/2002

05/31/2010

Common Stock

1,807

$ 0

Stock Options (Right to buy)

$ 391.944

04/02/2007

112

10/19/2005

05/02/2009

Common Stock

112

$ 0

Stock Options (Right to buy)

$ 420.369

04/02/2007

10/19/2005

09/30/2009

Common Stock

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Samhouri Samir F 1110 AMERICAN PARKWAY NE ALLENTOWN, PA 18109			EVP-GM Netwking

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).
(11)	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.
(9)	18,416 shares are currently exercisable and approximately 729 shares will vest monthly until December 2008.
(8)	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.
(10)	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.
(7)	625 shares are currently exercisable and approximately 208 shares will vest monthly until August 2008.

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