SEC Form 4 · accession 0001413160-15-000098

PERICOM SEMICONDUCTOR CORP · PSEM

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

Reporting owner

Alex Chi Ming Hui

Officer — President & CEO · Director · Other

Period of report

Nov 24, 2015

Accepted (ET)

Nov 25, 2015 · 5:58 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	Nature of ownership
Common Stock	Nov 24, 2015	D	593,256	$17.75	D	174,393	D
Common Stock	Nov 24, 2015	D	174,393	$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	14,208	D	Oct 20, 2013	Sep 20, 2023	Common Stock	14,208	10,979	D
Non-Qualified Stock Option (right to buy)	$7.65	Nov 24, 2015	D	10,979	D	Oct 20, 2013	Sep 20, 2023	Common Stock	10,979	0	D
Non-Qualified Stock Option (right to buy)	$7.81	Nov 24, 2015	D	906	D	Jan 12, 2012	Dec 12, 2021	Common Stock	906	14,500	D
Non-Qualified Stock Option (right to buy)	$7.81	Nov 24, 2015	D	14,500	D	Jan 12, 2012	Dec 12, 2021	Common Stock	14,500	0	D
Non-Qualified Stock Option (right to buy)	$8.40	Nov 24, 2015	D	50,000	D	Jul 31, 2010	Jul 31, 2016	Common Stock	50,000	0	D
Non-Qualified Stock Option (right to buy)	$8.55	Nov 24, 2015	D	43,400	D	Oct 13, 2010	Sep 13, 2020	Common Stock	43,400	0	D
Non-Qualified Stock Option (right to buy)	$8.85	Nov 24, 2015	D	9,029	D	Nov 2, 2012	Oct 2, 2022	Common Stock	9,029	30,371	D
Non-Qualified Stock Option (right to buy)	$8.85	Nov 24, 2015	D	30,371	D	Nov 2, 2012	Oct 2, 2022	Common Stock	30,371	0	D
Non-Qualified Stock Option (right to buy)	$9.18	Nov 24, 2015	D	7,610	D	Nov 24, 2015	Oct 10, 2024	Common Stock	7,610	20,490	D
Non-Qualified Stock Option (right to buy)	$9.18	Nov 24, 2015	D	20,490	D	Nov 10, 2014	Oct 10, 2024	Common Stock	20,490	0	D
Non-Qualified Stock Option (right to buy)	$10.01	Nov 24, 2015	D	55,700	D	Dec 10, 2009	Nov 10, 2019	Common Stock	55,700	0	D
Non-Qualified Stock Option (right to buy)	$14.94	Nov 24, 2015	D	14,500	D	Nov 30, 2007	Oct 31, 2017	Common Stock	14,500	45,500	D
Non-Qualified Stock Option (right to buy)	$14.94	Nov 24, 2015	D	45,500	D	Nov 30, 2007	Oct 31, 2017	Common Stock	45,500	0	D
Non-Qualified Stock Option (right to buy)	$15.45	Nov 24, 2015	D	48,000	D	Aug 11, 2009	Aug 11, 2018	Common Stock	48,000	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, 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.
F3Pursuant to the Merger Agreement, each option to purchase common stock was canceled and paid in cash assuming an exercise price of $17.75.

Remarks

Exhibit List: Exhibit 24 - Power of Attorney