SEC Form 4 · accession 0001413160-15-000101
PERICOM SEMICONDUCTOR CORP · PSEM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Hau L Lee
Director · Other
Period of report
Nov 24, 2015
Accepted (ET)
Nov 25, 2015 · 6:59 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 | 22,400 | $17.75 | D | 3,050 | D | |
| Common Stock | Nov 24, 2015 | D | 800 | $17.75 | D | 2,250 | D | |
| Common Stock | Nov 24, 2015 | D | 2,250 | $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) | $6.73 | Nov 24, 2015 | D | 3,000 | D | Dec 17, 2009 | Dec 17, 2018 | Common Stock | 3,000 | 0 | D |
| Non-Qualified Stock Option (right to buy) | $7.81 | Nov 24, 2015 | D | 4,500 | D | Dec 9, 2012 | Dec 9, 2021 | Common Stock | 4,500 | 0 | D |
| Non-Qualified Stock Option (right to buy) | $7.87 | Nov 24, 2015 | D | 4,500 | D | Dec 6, 2013 | Dec 6, 2022 | Common Stock | 4,500 | 0 | D |
| Non-Qualified Stock Option (right to buy) | $8.10 | Nov 24, 2015 | D | 6,000 | D | Dec 14, 2005 | Dec 14, 2015 | Common Stock | 6,000 | 0 | D |
| Non-Qualified Stock Option (right to buy) | $9.08 | Nov 24, 2015 | D | 4,500 | D | Dec 5, 2014 | Dec 5, 2023 | Common Stock | 4,500 | 0 | D |
| Non-Qualified Stock Option (right to buy) | $10.71 | Nov 24, 2015 | D | 4,500 | D | Dec 9, 2011 | Dec 9, 2020 | Common Stock | 4,500 | 0 | D |
| Non-Qualified Stock Option (right to buy) | $11.13 | Nov 24, 2015 | D | 3,000 | D | Dec 11, 2010 | Dec 11, 2019 | Common Stock | 3,000 | 0 | D |
| Non-Qualified Stock Option (right to buy) | $11.91 | Nov 24, 2015 | D | 6,000 | D | Dec 14, 2006 | Dec 14, 2016 | Common Stock | 6,000 | 0 | D |
| Non-Qualified Stock Option (right to buy) | $13.10 | Nov 24, 2015 | D | 4,500 | D | Dec 4, 2015 | Dec 4, 2024 | Common Stock | 4,500 | 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.