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 *
Tesoriere Steven Vincent
  2. Issuer Name and Ticker or Trading Symbol
MEMC ELECTRONIC MATERIALS INC [WFR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director_____ 10% Owner
_____ Officer (give title below)_____ Other (specify below)
(Last)
(First)
(Middle)
C/O MEMC ELECTRONIC MATERIALS, INC., P.O. BOX 8
3. Date of Earliest Transaction (Month/Day/Year)
11/14/2012
(Street)

ST. PETERS,, MO 63376
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)
CodeVAmount(A) or (D)Price
Common Stock 11/14/2012   P   450,000 A $ 2.2566 15,643,372 I See Footnote (1)
Common Stock 11/14/2012   P   700,000 A $ 2.29 16,343,372 I See Footnote (1)
Common Stock 11/14/2012   P   188,000 A $ 2.2479 16,531,372 I See Footnote (1)
Common Stock 11/15/2012   P   1,900,000 A $ 2.2705 18,431,372 I See Footnote (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Reporting Owners

Reporting Owner Name / AddressRelationships
 Director 10% Owner Officer Other
Tesoriere Steven Vincent
C/O MEMC ELECTRONIC MATERIALS, INC.
P.O. BOX 8
ST. PETERS,, MO 63376
  X      

Signatures

 /s/ Steven V. Tesoriere  11/16/2012
**Signature of Reporting PersonDate

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).
(1)The reporting person is a managing principal of Altai Capital Management, L.P. and a manager of Altai Capital Management, LLC. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admmission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

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