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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* ROGAS EDWARD JR (Last) (First) (Middle) 7005 SOUTHFRONT ROAD (Street) LIVERMORE CA 94551 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol FORMFACTOR INC [ FORM ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 04/18/2012
	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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0	04/18/2012		A		6,000		(1)	(2)	Common Stock	6,000	$0	18,000	D

Explanation of Responses:

1. Restricted Stock Units vest and become exercisable in 12 equal monthly installments with the vesting dates beginning on May 18, 2012 and ending on April 18, 2013. Settlement of vested Units into common stock will occur on the earlier of April 18, 2013 and the date the reporting person ceases to provide services to the Issuer, or thereafter, on the first market trading day in an open trading window under Issuer's insider trading policy if the applicable date is not a market trading day in an open trading window.

2. If the reporting person ceases to provide services to the Issuer for any reason, all Restricted Stock Units that have not yet vested shall be forfeited without consideration except as provided in the "Equity Grant Policy for Outside Directors" and any other agreements between the reporting person and Issuer, regarding award vesting and exercisability.

Remarks:

THE STATEMENT GRANTING THE ATTORNEY-IN-FACT THE AUTHORITY TO EXECUTE AND FILE THIS FORM 4 IS BEING FILED CONCURRENTLY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.

	By: \s\ Stuart L Merkadeau, Attorney-in-Fact For: Edward Rogas, Jr.	04/18/2012
	** 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).
** 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.

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints
each of Stuart L. Merkadeau, Micheal M. Ludwig, and Henry I. Feir, signing
singly, the undersigned'strue and lawful attorney-in-fact to:

(1) prepare and execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and (or) director of FormFactor, Inc.
(the "Company"), Forms 3, 4 and 5 (including amendments thereto) in accordance
with Section 16(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and the rules and regulations thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned that
may be necessary or desirable to complete and execute any such Forms 3, 4 or 5
and timely file such form (including amendments thereto) with the United States
Securities and Exchange Commission (the "SEC") and any stock exchange or similar
authority; and

(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority
to do and perform any and every act and thing whatsoever requisite, necessary
or proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution and revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such attorney-in-
fact's substitute or substitutes, shall lawfully do or cause to be done by
virtue of this power of attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorney-in-fact, in serving in such
capacity at the request of the undersigned, is not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with Section 16
of the Exchange Act.

The undersigned agrees that such attorney-in-fact may rely entirely on
information furnished orally or in writing by the undersigned to such attorney-
in-fact. The undersigned also agrees to indemnify and hold harmless the Company
and such attorney-in-fact against any losses, claims, damages or liabilities
(or actions in these respects) that arise out of or are based on any untrue
statement or omission of necessary facts in the information provided by the
undersigned to such attorney-in-fact for purposes of executing, acknowledging,
delivering and filing Forms 3, 4 or 5 (including amendments thereto) and agrees
to reimburse the Company and such attorney-in-fact for any legal or other
expenses reasonably incurred in connection with investigating or defending
against any such loss, claim, damage, liability or action.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 or 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier (a) revoked by the undersigned in a signed writing delivered to
the foregoing attorney-in-fact or (b) superseded by a new power of attorney
regarding the purposes outlined in the first paragraph hereof as of a later
date. This Power of Attorney may be filed with the SEC as a confirming
statement of the authority granted herein.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 13th day of July, 2011.

/s/Edward Rogas, Jr.