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 *
NEEDHAM INVESTMENT MANAGEMENT LLC
  2. Issuer Name and Ticker or Trading Symbol
SOUTHWALL TECHNOLOGIES INC /DE/ [SWTX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
445 PARK AVENUE, 
3. Date of Earliest Transaction (Month/Day/Year)
11/23/2011
(Street)

NEW YORK, NY 10022
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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, par value $0.001 per share 11/23/2011   U   401,962 D $ 13.6 0 D (1)  
Common Stock, par value $0.001 per share 11/23/2011   U   16,875 D $ 13.6 0 D (2)  
Common Stock, par value $0.001 per share 11/23/2011   U   0 D $ 0 0 I See Footnote (2)
Common Stock, par value $0.001 per share 11/23/2011   U   80,000 D $ 13.6 0 D (3)  
Common Stock, par value $0.001 per share 11/23/2011   U   0 D $ 0 0 I See Fotnote (3)
Common Stock, par value $0.001 per share 11/23/2011   U   43,126 D $ 13.6 0 D (4)  
Common Stock, par value $0.001 per share 11/23/2011   U   0 D $ 0 0 I See Footnote (4)
Common Stock, par value $0.001 per share 11/23/2011   U   145,600 D $ 13.6 0 D (5)  
Common Stock, par value $0.001 per share 11/23/2011   U   0 D $ 0 0 I See Footnote (5)
Common Stock, par value $0.001 per share 11/23/2011   U   7,000 D $ 13.6 0 D (6)  

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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
NEEDHAM INVESTMENT MANAGEMENT LLC
445 PARK AVENUE
NEW YORK, NY 10022
    X    
NEEDHAM GROUP, INC.
445 PARK AVENUE
NEW YORK, NY 10022
    X    
NEEDHAM CONTRARIAN FUND LP
445 PARK AVENUE
NEW YORK, NY 10022
    X    
Needham Contrarian QP Fund L P
445 PARK AVENUE
NEW YORK, NY 10022
    X    
NEEDHAM EMERGING GROWTH PARTNERS LP
445 PARK AVENUE
NEW YORK, NY 10022
    X    
NEEDHAM GROWTH FUND
445 PARK AVENUE
NEW YORK, NY 10022
    X    
NEEDHAM GEORGE A
C/O THE NEEDHAM GROUP, INC.
445 PARK AVENUE
NEW YORK, NY 10022
    X    

Signatures

 Needham Investment Management, L.L.C., By: /s/ George A. Needham, Member   11/25/2011
**Signature of Reporting Person Date

 The Needham Group, Inc., By: /s/ George A. Needham, Chief Executive Officer   11/25/2011
**Signature of Reporting Person Date

 Needham Contrarian Fund, L.P., By: Needham Investment Management L.L.C., its general partner, By: /s/ George A. Needham, Member   11/25/2011
**Signature of Reporting Person Date

 Needham Contrarian (QP) Fund, L.P., By: Needham Investment Management L.L.C., its general partner, By: /s/ George Needham, Member   11/25/2011
**Signature of Reporting Person Date

 Needham Emerging Growth Partners, L.P., By: Needham Investment Management L.L.C., its general partner, By: /s/ George Needham, Member   11/25/2011
**Signature of Reporting Person Date

 Needham Growth Fund, By: /s/ James W. Giangrasso, Secretary and Treasurer   11/25/2011
**Signature of Reporting Person Date

 /s/ George A. Needham   11/25/2011
**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 reported securities are directly owned by The Needham Group, Inc. (the "Needham Group").
(2) The reported securities are directly owned by Needham Contrarian Fund, L.P., and may be deemed to be beneficially owned by Needham Investment Management L.L.C. ("NIM") by virtue of it serving as investment manager of Needham Contrarian Fund, L.P. Needham Asset Management, LLC ("NAM") may also be deemed to beneficially own the reported securities by virtue of it serving as the managing member of NIM. Lastly, George A. Needham ("Mr. Needham") may be deemed to beneficially own the reported securities by virtue of his position as Chairman and Chief Executive Officer of The Needham Group, the parent company of NAM. NIM, NAM and Mr. Needham each disclaim beneficial ownership over the securities reported herein except to the extent of such Reporting Person's pecuniary interest therein.
(3) The reported securities are directly owned by Needham Emerging Growth Partners, L.P., and may be deemed to be beneficially owned by NIM by virtue of it serving as investment manager of Needham Emerging Growth Partners, L.P. NAM may also be deemed to beneficially own the reported securities by virtue of it serving as the managing member of NIM. Lastly, Mr. Needham may be deemed to beneficially own the reported securities by virtue of his position as Chairman and Chief Executive Officer of The Needham Group, the parent company of NAM. NIM, NAM and Mr. Needham each disclaim beneficial ownership over the securities reported herein except to the extent of such Reporting Person's pecuniary interest therein.
(4) The reported securities are directly owned by Needham Contrarian (QP) Fund, L.P., and may be deemed to be beneficially owned by NIM by virtue of it serving as investment manager of Needham Contrarian (QP) Fund, L.P. NAM may also be deemed to beneficially own the reported securities by virtue of it serving as the managing member of NIM. Lastly, Mr. Needham may be deemed to beneficially own the reported securities by virtue of his position as Chairman and Chief Executive Officer of The Needham Group, the parent company of NAM. NIM, NAM and Mr. Needham each disclaim beneficial ownership over the securities reported herein except to the extent of such Reporting Person's pecuniary interest therein.
(5) The reported securities are directly owned by Needham Growth Fund, and may be deemed to be beneficially owned by NIM by virtue of it serving as investment adviser of Needham Growth Fund. NAM may also be deemed to beneficially own the reported securities by virtue of it serving as the managing member of NIM. NIM and NAM each disclaim beneficial ownership over the securities reported herein except to the extent of such Reporting Person's pecuniary interest therein.
(6) The reported securities are directly owned by Mr. Needham.

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