SEC FORM 4

SEC Form 4

FORM 4

UNITED 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, 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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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^*

Abely Stephen

(Last)

(First)

(Middle)

2584 JUNCTION AVENUE

(Street)

SAN JOSE

95134

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BOOKHAM, INC. [ BKHM ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2005

4. If Amendment, Date of 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

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	02/09/2005		A		102,450	A	^{( 1 )}	102,450	D

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 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$24.1462 ^{( 7 )}	02/09/2005		D			88,516	^{( 6 )}	09/24/2013	Common Stock	88,516	^{( 1 )}	175,254	D
Employee Stock Option (Right to Buy)	$20.1739 ^{( 7 )}	02/09/2005		D			50,000	^{( 4 )}	11/01/2011	Common Stock	50,000	^{( 1 )}	125,254	D
Employee Stock Option (Right to Buy)	$13.9253 ^{( 7 )}	02/09/2005		D			24,500	^{( 5 )}	11/13/2012	Common Stock	24,500	^{( 1 )}	100,754	D
Employee Stock Option (Right to Buy)	$10.444 ^{( 7 )}	02/09/2005		D			40,754	^{( 2 )}	06/01/2014	Common Stock	40,754	^{( 1 )}	60,000	D
Employee Stock Option (Right to Buy)	$6.73	02/09/2005		D			30,000	^{( 2 )}	09/21/2014	Common Stock	30,000	^{( 1 )}	30,000	D
Employee Stock Option (Right to Buy)	$6.73	02/09/2005		D			30,000	^{( 3 )}	09/21/2014	Common Stock	30,000	^{( 1 )}	0	D

Explanation of Responses:

1. On February 9, 2005, the issuer canceled, pursuant to the Restricted Stock Agreement dated February 9, 2005 entered into by the issuer and the reporting person, options granted to the reporting person on November 2, 2001, November 14, 2002, September 25, 2003, June 2, 2004 and September 22, 2004. In exchange for the options, the reporting person received 102,450 shares of restricted stock.

2. The options vests as to 12/48 on the first anniversary of date of grant and a further 1/48 on the first day of each of the next 36 months.

3. Fifty percent of the option vests upon Bookham, Inc. achieving profitability and the remaining fifty percent of the option vests upon Bookham, Inc. achieving cash break-even. On September 22, 2009, all of the unvested option vests.

4. The option vests as to 1/3 after 18 months, 1/3 after 30 months, and 1/3 after 42 months.

5. Accelerator vesting options (i.e. vesting can accelerate from normal time vesting patterns).

6. The option vests as to 25% on January 1, 2004, 10% on April 1, 2004, and 5% every quarter thereafter.

7. Converted from British Pounds Sterling to U.S. Dollars using the noon buying rate of exchange on September 9, 2004 of 1.00 British Pound Sterling = 1.7853 U.S. Dollars.

	/s/ Philip Davis, Attorney-in-Fact	02/11/2005
	** Signature of Reporting Person	Date
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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