SEC Form 4 · accession 0001036960-15-000006

FAIRCHILD SEMICONDUCTOR INTERNATIONAL INC · FCS

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

Reporting owner

Mark S Frey

Officer — Executive Vice President

Period of report

Mar 3, 2015

Accepted (ET)

Mar 4, 2015 · 3:53 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
Common Stock, par value $.01 per share	Mar 3, 2015	M	9,375	$0.00	A	62,683	D
Common Stock, par value $.01 per share	Mar 3, 2015	M	13,875	$0.00	A	76,558	D
Common Stock, par value $.01 per share	Mar 3, 2015	F	12,132	$17.48	D	64,426	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Unit^F1,F2	—	Mar 3, 2015	M	9,375	D	—	—	Common Stock, par value $.01 per share	9,375	28,125	D
Performance Unit^F3,F1,F4	—	Mar 3, 2015	M	13,875	D	—	—	Common Stock, par value $.01 per share	13,875	27,750	D
Restricted Stock Unit^F1,F2	—	Mar 3, 2015	A	37,500	A	—	—	Common Stock, par value $.01 per share	37,500	37,500	D
Performance Unit^F1,F4	—	Mar 3, 2015	A	18,750	A	—	—	Common Stock, par value $.01 per share	18,750	18,750	D
Performance Unit^F5,F1,F4	—	Mar 3, 2015	A	18,750	A	—	—	Common Stock, par value $.01 per share	18,750	18,750	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.