SEC Form 4 · accession 0001413160-15-000097

PERICOM SEMICONDUCTOR CORP · PSEM

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Chi Hung Hui

Officer — Sr.Vice President, R & D · Director · Other

Period of report

Nov 24, 2015

Accepted (ET)

Nov 25, 2015 · 5:57 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001001426

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Stock	Nov 24, 2015	D	514,176	$17.75	D	37,880	D
Common Stock	Nov 24, 2015	D	16,950	$17.75	D	20,930	D
Common Stock	Nov 24, 2015	D	20,930	$17.75	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Non-Qualified Stock Option (right to buy)	$7.65	Nov 24, 2015	D	6,879	D	Oct 20, 2013	Sep 20, 2023	Common Stock	6,879	5,821	D
Non-Qualified Stock Option (right to buy)	$7.65	Nov 24, 2015	D	5,821	D	Oct 20, 2013	Sep 20, 2023	Common Stock	5,821	0	D
Non-Qualified Stock Option (right to buy)	$7.81	Nov 24, 2015	D	25,556	D	Jan 12, 2012	Dec 12, 2021	Common Stock	25,556	544	D
Non-Qualified Stock Option (right to buy)	$7.81	Nov 24, 2015	D	544	D	Jan 12, 2012	Dec 12, 2021	Common Stock	544	0	D
Non-Qualified Stock Option (right to buy)	$8.40	Nov 24, 2015	D	31,000	D	Aug 31, 2006	Jul 31, 2016	Common Stock	31,000	0	D
Non-Qualified Stock Option (right to buy)	$8.55	Nov 24, 2015	D	26,000	D	Oct 13, 2010	Sep 13, 2020	Common Stock	26,000	0	D
Non-Qualified Stock Option (right to buy)	$8.85	Nov 24, 2015	D	16,881	D	Nov 2, 2012	Oct 2, 2022	Common Stock	16,881	5,019	D
Non-Qualified Stock Option (right to buy)	$8.85	Nov 24, 2015	D	5,019	D	Nov 2, 2012	Oct 2, 2022	Common Stock	5,019	0	D
Non-Qualified Stock Option (right to buy)	$9.18	Nov 24, 2015	D	3,033	D	Nov 10, 2014	Oct 10, 2024	Common Stock	3,033	8,167	D
Non-Qualified Stock Option (right to buy)	$9.18	Nov 24, 2015	D	8,167	D	Nov 10, 2014	Oct 10, 2024	Common Stock	8,167	0	D
Non-Qualified Stock Option (right to buy)	$10.01	Nov 24, 2015	D	33,400	D	Dec 10, 2009	Nov 10, 2019	Common Stock	33,400	0	D
Non-Qualified Stock Option (right to buy)	$15.45	Nov 24, 2015	D	24,000	D	Aug 11, 2009	Aug 11, 2018	Common Stock	24,000	0	D
Non-Qualified Stock Option (right to buy)	$16.03	Nov 24, 2015	D	42,000	D	Dec 2, 2007	Nov 2, 2017	Common Stock	42,000	0	D

Explanation of responses

F1Disposed of pursuant to the Agreement and Plan of Merger dated as of September 2, 2015, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of November 6, 2015 (the "Merger Agreement" and the transactions contemplated therein, the "Merger"), by and among Diodes Incorporated, PSI Merger Sub, Inc. (a wholly owned subsidiary of Diodes) and Pericom Semiconductor Corporation (?Pericom?), whereby each share of Pericom common stock was canceled in exchange for $17.75 in cash, without interest.
F2Pursuant to the Merger Agreement, each option to purchase common stock was canceled and paid in cash assuming an exercise price of $17.75.
F3Pursuant to the Merger Agreement, this option to purchase common stock was assumed by Diodes in the Merger on the same terms and conditions regarding vesting and exercisability, and automatically converted into restricted stock units.

Remarks

Exhibit List: Exhibit 24 - Power of Attorney