SEC Form 4 · accession 0001003214-15-000031
SILICON IMAGE INC · SIMG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Timothy J. Vehling
Officer — Sr. VP, Connectivity Group
Period of report
Mar 10, 2015
Accepted (ET)
Mar 12, 2015 · 7:30 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001003214
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Mar 10, 2015 | U | 99,132 | $7.30 | D | 0 | D | |
| Common StockF1 | Mar 10, 2015 | M | 7,500 | $0.00 | A | 7,500 | D | |
| Common StockF1 | Mar 10, 2015 | M | 30,000 | $0.00 | A | 37,500 | D | |
| Common Stock | Mar 10, 2015 | U | 37,500 | $7.30 | 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)F2 | $2.46 | Mar 10, 2015 | D | 65,500 | D | — | Jun 15, 2016 | Common Stock | 65,500 | 0 | D |
| Non-Qualified Stock Option (right to buy)F2 | $3.50 | Mar 10, 2015 | D | 100,000 | D | Jun 15, 2011 | Jun 15, 2017 | Common Stock | 100,000 | 0 | D |
| Non-Qualified Stock Option (right to buy)F2 | $5.15 | Mar 10, 2015 | D | 60,000 | D | — | Aug 15, 2019 | Common Stock | 60,000 | 0 | D |
| Non-Qualified Stock Option (right to buy)F2 | $6.95 | Mar 10, 2015 | D | 65,000 | D | — | Jan 18, 2018 | Common Stock | 65,000 | 0 | D |
| Performance SharesF1,F3 | $0.00 | Mar 10, 2015 | M | 7,500 | D | — | — | Common Stock | 7,500 | 30,000 | D |
| Performance SharesF1,F4 | $0.00 | Mar 10, 2015 | M | 30,000 | D | — | — | Common Stock | 30,000 | 0 | D |
Explanation of responses
- F1Restricted stock units convert into common stock on a 1:1 basis.
- F2This option, which is fully vested and exercisable, was cancelled at the closing of the tender offer (the "Offer") by Cayabyab Merger Company, a Delaware corporation, and a wholly owned subsidiary of Lattice Semiconductor Corporation, a Delaware corporation ("Lattice"), in exchange for a cash payment from Lattice equal to the product of (a) the number of shares underlying this option and (b) the difference between the offer price of $7.30 per share and the exercise price per share of this option.
- F3Represents the outstanding and unvested PBRSU that was granted to the Reporting Person on August 15, 2012 (the "2012 Unvested PBRSU"), which 2012 Unvested PBRSU shall accelerate at the Offer closing based upon the achievement of the performance goals to which such 2012 Unvested PBRSU is subject as of such date.
- F4Represents the 50% portion of the outstanding unvested PBRSU for 60,000 shares that was granted to the Reporting Person on August 15, 2013 (the "2013 Unvested PBRSU"), which portion shall accelerate at the Offer closing based upon a determination by the compensation committee as to the deemed satisfaction of the performance metrics to which such 2013 Unvested PBRSU is subject. The remaining 30,000 shares, representing the other 50% portion of the 2013 Unvested PBRSU, will be cancelled at the Offer closing for no consideration.