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 *
CAPOVILLA DENNIS
  2. Issuer Name and Ticker or Trading Symbol
SOUTHWALL TECHNOLOGIES INC /DE/ [SWTX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
OFFICER
(Last)
(First)
(Middle)
C/O SOUTHWALL TECHNOLOGIES INC., 3788 FABIAN WAY
3. Date of Earliest Transaction (Month/Day/Year)
11/28/2011
(Street)

PALO ALTO, CA 94303
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)
Code V Amount (A) or (D) Price

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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 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Incentive Stock Option $ 2.5 11/28/2011   D     10,734 10/05/2005(1) 10/05/2014 Common Stock 10,734 $ 11.1 (15) 0 D  
Non-Qualified Stock Option $ 2.5 11/28/2011   D     25,267 10/05/2005(2) 10/05/2014 Common Stock 25,267 $ 11.1 (15) 0 D  
Incentive Stock Option $ 2.9 11/28/2011   D     26,240 12/09/2006(3) 12/09/2015 Common Stock 26,240 $ 10.7 (15) 0 D  
Non-Qualified Stock Option $ 2.9 11/28/2011   D     3,761 12/09/2006(4) 12/09/2015 Common Stock 3,761 $ 10.7 (15) 0 D  
Incentive Stock Option $ 3.55 11/28/2011   D     15,000 05/11/2007(5) 05/10/2016 Common Stock 15,000 $ 10.05 (15) 0 D  
Incentive Stock Option $ 2.25 11/28/2011   D     30,000 02/06/2008(6) 02/05/2017 Common Stock 30,000 $ 11.35 (15) 0 D  
Incentive Stock Option $ 4.2 11/28/2011   D     23,810 02/26/2009(7) 02/25/2018 Common Stock 23,810 $ 9.4 (15) 0 D  
Non-Qualified Stock Option $ 4.2 11/28/2011   D     8,191 02/26/2009(8) 02/25/2018 Common Stock 8,191 $ 9.4 (15) 0 D  
Incentive Stock Option $ 5.85 11/28/2011   D     20,000 05/15/2009(9) 05/15/2018 Common Stock 20,000 $ 7.75 (15) 0 D  
Incentive Stock Option $ 3.15 11/28/2011   D     30,000 04/28/2010(10) 04/24/2019 Common Stock 30,000 $ 10.45 (15) 0 D  
Incentive Stock Option $ 7.95 11/28/2011   D     19,382 03/24/2011(11) 03/23/2020 Common Stock 19,382 $ 5.65 (15) 0 D  
Non-Qualified Stock Option $ 7.95 11/28/2011   D     1,618 03/24/2011(12) 03/23/2020 Common Stock 1,618 $ 5.65 (15) 0 D  
Incentive Stock Option $ 11 11/28/2011   D     13,648 03/25/2012(13) 03/24/2021 Common Stock 13,648 $ 2.6 (15) 0 D  
Non-Qualified Stock Option $ 11 11/28/2011   D     7,352 03/25/2012(14) 03/24/2021 Common Stock 7,352 $ 2.6 (15) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
CAPOVILLA DENNIS
C/O SOUTHWALL TECHNOLOGIES INC.
3788 FABIAN WAY
PALO ALTO, CA 94303
  X     OFFICER  

Signatures

 /s/ Dennis F. Capovilla   11/30/2011
**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).
(1) The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated October 6, 2011, among the Registrant, Solutia Inc. and Backbone Merger Sub, Inc.
(2) The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Merger Agreement.
(3) The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Merger Agreement.
(4) The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Merger Agreement.
(5) The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Merger Agreement.
(6) The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Merger Agreement.
(7) The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Merger Agreement.
(8) The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Merger Agreement.
(9) The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Merger Agreement.
(10) The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Merger Agreement.
(11) The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Merger Agreement.
(12) The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Merger Agreement.
(13) The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Merger Agreement.
(14) The option provided for vesting over 4 years with 25% vesting after 6 months and the remainder vesting monthly thereafter. The vesting was fully accelerated pursuant to the Merger Agreement.
(15) The reporting person received cash consideration for the cancellation of the option pursuant to the Merger Agreement equal to the number of shares of the Registrant's common stock underlying such option multiplied by the difference between the exercise price of the option and the per share purchase price of $13.60 in accordance with the Merger Agreement.

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