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 *
RUUD ALAN J
  2. Issuer Name and Ticker or Trading Symbol
CREE INC [CREE]
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 CREE, INC., 4600 SILICON DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2012
(Street)

DURHAM, NC 27703
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
Common Stock 12/29/2011   G   9,600 D $ 0 1,450,842 D  
Common Stock 03/31/2012   J(1)   3,808 D $ 40.85 1,447,034 D  
Common Stock 05/25/2012   J(2)   1,214 D $ 40.85 1,446,925 (3) D  
Common Stock               205 I By Spouse

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 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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
RUUD ALAN J
C/O CREE, INC.
4600 SILICON DRIVE
DURHAM, NC 27703
  X      

Signatures

 Tamara Cappelson, as agent for Alan J. Ruud   05/30/2012
**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) Return of escrowed shares to the issuer pursuant to a Stock Purchase Agreement and an Escrow Agreement entered into on August 17, 2011 in connection with the acquisition by Cree, Inc. of all the outstanding capital stock of Ruud Lighting, Inc. The shares were returned as part of a post-closing purchase price adjustment under the terms of the Stock Purchase Agreement.
(2) Return of escrowed shares to the issuer pursuant to a Stock Purchase Agreement and an Escrow Agreement entered into on August 17, 2011 in connection with the acquisition by Cree, Inc. of all the outstanding capital stock of Ruud Lighting, Inc. The shares were returned pursuant to an indemnity claim under the terms of the Stock Purchase Agreement.
(3) Amount of shares beneficially owned includes 1,105 shares of common stock purchased by Mr. Ruud on April 30, 2012 under the Cree, Inc. 2005 Employee Stock Purchase Plan, as amended.

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