SEC Form 4 · accession 0001036960-15-000005
FAIRCHILD SEMICONDUCTOR INTERNATIONAL INC · FCS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark Thompson
Officer — President & CEO · Director
Period of report
Mar 3, 2015
Accepted (ET)
Mar 4, 2015 · 3:52 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001036960
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $.01 per share | Mar 3, 2015 | M | 31,250 | $0.00 | A | 375,545 | D | |
| Common Stock, par value $.01 per share | Mar 3, 2015 | M | 46,251 | $0.00 | A | 421,796 | D | |
| Common Stock, par value $.01 per share | Mar 3, 2015 | F | 40,441 | $17.48 | D | 381,355 | D | |
| Common Stock, par value $.01 per share | holding | — | — | — | 220,311 | I | In Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF1,F2 | — | Mar 3, 2015 | M | 31,250 | D | — | — | Common Stock, par value $.01 per share | 31,250 | 93,750 | D |
| Performance UnitF3,F1,F4 | — | Mar 3, 2015 | M | 46,251 | D | — | — | Common Stock, par value $.01 per share | 46,251 | 92,499 | D |
| Restricted Stock UnitF1,F2 | — | Mar 3, 2015 | A | 125,000 | A | — | — | Common Stock, par value $.01 per share | 125,000 | 125,000 | D |
| Performance UnitF1,F4 | — | Mar 3, 2015 | A | 80,000 | A | — | — | Common Stock, par value $.01 per share | 80,000 | 80,000 | D |
| Performance UnitF5,F1,F4 | — | Mar 3, 2015 | A | 80,000 | A | — | — | Common Stock, par value $.01 per share | 80,000 | 80,000 | D |
Explanation of responses
- F1This footnote is inserted only to meet technical requirements of the SEC. Restricted Stock Units and Performance Units cannot be assigned an exercise price.
- F2Restricted Stock Units vest in 25% increments on each of the first four anniversaries of the date of grant, or earlier upon certain events. Vested Restricted Stock Units result in the delivery of one share per unit promptly following the vesting date.
- F3Reported number of units disposed of, and reported balance following this transaction, each reflect the respective number of performance units granted as a result of the performance goal attained for the measurement period.
- F4Reported number of Performance Units granted assumes achievement of 100% performance target. Actual number of units awarded will be between 0% and 150% of the reported number, depending on the extent to which issuer achieves financial performance goals established for the applicable measurement period. If issuer achieves maximum performance target or higher, reporting person will receive 150% times the reported number. If issuer fails to achieve minimum performance target, all Performance Units will be forfeited. Performance Units vest in the following increments, or earlier upon certain events: 33% on the first anniversary of the grant date; 33% on the second anniversary of the grant date and 34% on the third anniversary of the grant date. Performance Units have no expiration date. Vested Performance Units result in delivery of the underlying shares of common stock promptly following the vesting date.
- F5On March 3, 2015, the reporting person was awarded a target number of performance units pursuant to a Total Stockholder Return Performance Unit Grant Agreement. The award will vest on March 3, 2018, for a percentage (0% to 150%) of the performance units awarded based upon the Issuer's total stockholder return compared to the total stockholder return of the PHLX Semiconductor Sector Index (XSOX) over the three annual performance periods comprising the three-year period beginning December 29, 2014 and ending December 24, 2017.