Form 4

FORM 4

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

 OMB APPROVAL

    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

OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden
hours per response. . .0.5

Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

DYKES, JAMES E.

2. Issuer Name and Ticker or Trading Symbol
CREE, INC. ("CREE")

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)

13365 NE 226TH AVENUE
 

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

 

4. Statement for
Month/Day/Year
04/21/2003

(Street)

FT. MCCOY, FL 32134

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

COMMON STOCK

04/21/03

 

M

 

48,000

A

$3.9375

56,000

D

 

COMMON STOCK

04/21/03

 

M

 

48,000

A

$3.5950

104,000

D

 
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).

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
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

NONQUALIFIED STOCK OPTION (RIGHT TO PURCHASE)

$3.9375

04/21/03

 

M

 

 

48,000

 (1)

7/1/06

COMMON STOCK

48,000

$0.00

0

 

 

NONQUALIFIED STOCK OPTION (RIGHT TO PURCHASE)

$3.595

04/21/03

 

M

 

 

48,000

9/17/97

9/17/06

COMMON STOCK

48,000

$0.00

0

 

 

Explanation of Responses:

(1) Option vested and became exercisable as to 12,000 shares on each of 9/30/96, 12/31/96, 3/31/97 and 6/30/97.
  By: /s/ Adam H. Broome
             Attorney-in-Fact for James E. Dykes
**Signature of Reporting Person		 4/23/03
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.

 

 
POWER OF ATTORNEY


I, the person whose signature appears below, hereby appoint Adam H. Broome, Secretary of Cree, Inc. (the "Company"), and
Tamara Cappelson, Stock Plan Administrator of the Company, and each of them individually, as my attorneys-in-fact with
the power and authority:

* to execute and file with the U.S. Securities and Exchange Commission on my behalf, pursuant to Section 16(a) of the
  Securities Exchange Act of 1934 and the rules thereunder, Statements of Changes in Beneficial Ownership on Form 4
  and Annual Statements of Changes in Beneficial Ownership on Form 5, and any amendments of Forms 4 and 5 previously
  filed by or for me, with respect to my service as a director and/or officer of the Company and my holdings of and
  transactions in Company securities of which I may be deemed the beneficial owner;

* to do and perform on my behalf any and all other acts necessary or desirable to complete, execute and timely file such
  Forms 4 and 5 and any amendments thereto with the U.S. Securities and Exchange Commission and, if necessary, any stock
  exchange or similar authority, including but not limited to the power to designate any person then serving as a director
  or officer of the Company to be an additional or substitute attorney-in-fact under this Power of Attorney with the same
  power and authority as if such person were named herein, and to take any other action 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 me,
  it being understood that the documents executed by such attorney-in-fact on my behalf pursuant to this Power of Attorney
  shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in his or her
  discretion.

The authority granted under this Power of Attorney shall continue in effect for each attorney-in-fact named above until
I am no longer required to file Forms 4 and 5 with respect to my holdings of and transactions in Company securities or
unless earlier revoked in a writing signed by me and delivered to such attorney-in-fact.  I acknowledge that neither the
attorneys-in-fact nor the Company are assuming any of my responsibilities to comply with Section 16(a) of the Securities
Exchange Act of 1934.

IN WITNESS WHEREOF, I have signed this Power of Attorney on the date shown below.


/s/ James E. Dykes
----------------------
Signature


James E. Dykes
----------------------
Typed or Printed Name


August 30, 2002
----------------------
Date Signed