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

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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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