SEC Form 4 · accession 0001140361-16-090655
INTERSIL CORP/DE · ISIL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Roger Wendelken
Officer — SVP, Worldwide Sales
Period of report
Dec 20, 2016
Accepted (ET)
Dec 22, 2016 · 5:30 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001096325
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Dec 20, 2016 | M | 22,500 | $0.00 | A | 93,441 | D | |
| Common Stock | Dec 20, 2016 | F | 11,432 | $22.29 | D | 82,009 | D | |
| Common Stock | Dec 20, 2016 | M | 7,500 | $0.00 | A | 89,509 | D | |
| Common Stock | Dec 20, 2016 | F | 3,914 | $22.29 | D | 85,595 | D | |
| Common Stock | Dec 20, 2016 | M | 7,341 | $0.00 | A | 92,936 | D | |
| Common Stock | Dec 20, 2016 | F | 3,831 | $22.29 | D | 89,105 | D | |
| Common Stock | Dec 20, 2016 | M | 7,308 | $0.00 | A | 96,413 | D | |
| Common Stock | Dec 20, 2016 | F | 3,814 | $22.29 | D | 92,599 | D | |
| Common StockF7 | Dec 20, 2016 | M | 56,730 | $0.00 | A | 149,329 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Deferred Stock Units Award (DSUs)F1,F2,F3 | $0.00 | Dec 20, 2016 | M | 22,500 | D | — | — | Common Stock | 22,500 | 0 | D |
| Deferred Stock Units Award (DSUs)F4,F2,F3 | $0.00 | Dec 20, 2016 | M | 7,500 | D | — | — | Common Stock | 7,500 | 7,500 | D |
| Deferred Stock Units Award (DSUs)F4,F2,F3 | $0.00 | Dec 20, 2016 | M | 7,341 | D | — | — | Common Stock | 7,341 | 14,682 | D |
| Deferred Stock Units Award (DSUs)F4,F2,F3 | $0.00 | Dec 20, 2016 | M | 7,308 | D | — | — | Common Stock | 7,308 | 21,924 | D |
| Performance-Based Market Stock Units Award (MSUs)F6,F7,F5,F2,F3 | $0.00 | Dec 20, 2016 | M | 31,000 | D | — | — | Common Stock | 56,730 | 2,635 | D |
Explanation of responses
- F1This equity award was originally scheduled to become fully vested on November 1, 2017; however, the Compensation Committee of the Board of Directors has approved the acceleration of the vesting of this award to be effective as of December 20, 2016.
- F2Not applicable.
- F3Reflects the receipt of Common Stock upon the vesting of DSUs. Each DSU has the economic equivalent of one share of Intersil Common Stock.
- F4This equity award vests 25% annually. The next tranche of this award was scheduled to vest on April 1, 2017; however, the Compensation Committee of the Board of Directors has approved the acceleration of the vesting of this tranche of this award to be effective as of December 20, 2016.
- F5The award was originally scheduled to become fully vested on April 1, 2017; however, the Compensation Committee of the Board of Directors approved the acceleration of this award to be effective as of December 20, 2016.
- F6The Compensation Committee of the Board of Directors approved the conversion of a portion of this MSU award to a performance-based restricted stock award effective as of December 20, 2016.
- F7This MSU has been amended effective as of December 20, 2016 by the Compensation Committee of the Board of Directors of Intersil with the approval of the Board of Directors of Intersil to (i) convert 56,730 of the maximum potential amount of MSUs under the award of 62,000 MSUs into a performance-based restricted stock award for up to 56,730 shares of Intersil Common Stock, which amount upon vesting may be as low as 0 shares and as high as 56,730 shares, depending on Intersil's performance relative to pre-established performance goals set by the Compensation Committee of the Board of Directors; and (ii) to reduce the potential number of MSUs under the award from a maximum potential amount of 62,000 MSUs to 5,270 MSUs, which amount upon vesting may be as low as 0 shares and as high as 5,270 shares (with a midpoint of 2,635 shares), depending on Intersil's performance relative to pre-established performance goals set by the Compensation Committee of the Board of Directors.