SEC Form 4 · accession 0001140361-17-009718
INTERSIL CORP/DE · ISIL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard D Crowley Jr.
Officer — SVP, CFO & Treasurer
Period of report
Feb 24, 2017
Accepted (ET)
Feb 28, 2017 · 5:01 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 StockF1 | Feb 24, 2017 | J | 10,230 | — | D | 151,939 | D | |
| Common StockF2 | Feb 24, 2017 | D | 151,939 | — | D | 0 | D | |
| Common Stock | holding | — | — | — | 162,169 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance-based Market Stock Units (MSUs)F3 | $0.00 | Apr 1, 2015 | D | 55,848 | D | — | — | Common Stock | 55,848 | 0 | D |
| Performance-based Market Stock Units (MSUs)F4 | $0.00 | Apr 1, 2016 | D | 72,260 | D | — | — | Common Stock | 72,260 | 0 | D |
| Deferred Stock Units (DSUs)F5 | $0.00 | Apr 1, 2014 | D | 7,500 | D | — | — | Common Stock | 7,500 | 0 | D |
| Deferred Stock Units (DSUs)F6 | $0.00 | Apr 1, 2015 | D | 17,074 | D | — | — | Common Stock | 17,074 | 0 | D |
| Deferred Stock Units (DSUs)F7 | $0.00 | Apr 1, 2016 | D | 26,034 | D | — | — | Common Stock | 26,034 | 0 | D |
Explanation of responses
- F1Pursuant to the Merger Agreement, upon the Closing each unvested Performance-Based Restricted Stock Award ("RSA"), which had been converted from a Performance-Based Market Stock Unit Award ("MSU") on December 20, 2016, was accelerated and the performance measurement period ended as of the Closing. The number of shares acquired by the reporting person is based on ISIL's Total Shareholder Return ("TSR") performance relative to ISIL's peer group of companies over the measurement period. The calculation for the number of shares earned by reporting person was based on 31,000 MSUs (at target) originally issued on 4/1/2014 multiplied by a 200% payout (maximum payout achievable). However, based on actual TSR performance relative to ISIL's peer group of companies at the Closing, the performance payout is 150%. Accordingly 46,500 RSAs vested at the Closing and the remainder of the RSAs (10,230) were forfeited by the reporting person.
- F2Pursuant to the Agreement and Plan of Merger, dated as of September 12, 2016, by and among Intersil Corporation ("ISIL") and Renesas Electronics Corporation, as joined by Chapter One Company (as amended, the "Merger Agreement"), upon the closing of the merger on February 24, 2017 (the "Closing"), each outstanding share of common stock of ISIL was cancelled in exchange for the right to receive $22.50 in cash.
- F3Pursuant to the Merger Agreement, upon the Closing each unvested Performance-Based Market Stock Unit ("MSU") was accelerated and the performance measurement period ended as of the Closing. The number of shares acquired by reporting person is based on ISIL's Total Shareholder Return ("TSR") performance relative to ISIL's peer group of companies over the measurement period. The calculation for the number of shares earned by reporting person is based on 35,540 MSUs (at target) issued on 4/1/2015 multiplied by 157.14% payout.
- F4Pursuant to the Merger Agreement, upon the Closing each unvested Performance-Based Market Stock Unit ("MSU") was accelerated and the performance measurement period ended as of the Closing. The number of shares acquired by reporting person is based on ISIL's Total Shareholder Return ("TSR") performance relative to ISIL's peer group of companies over the measurement period. The calculation for the number of shares earned by reporting person is based on 36,130 MSUs (at target) issued on 4/1/2016 multiplied by 200% payout.
- F5Pursuant to the Merger Agreement, upon the Closing each unvested DSU that was originally scheduled to vest in 2018 was converted into the right to receive a cash payment per share equal to $22.50 per DSU. Unvested DSUs that were originally scheduled to vest in 2018, however, remain subject to the same vesting terms and conditions.
- F6Pursuant to the Merger Agreement, upon the Closing each unvested DSU that was originally scheduled to vest in 2019 (8,537 DSUs) was accelerated and cancelled in exchange for a cash payment per share equal to $22.50 per DSU. In addition, pursuant to the Merger Agreement, upon the Closing each unvested DSU that was originally scheduled to vest in 2018 (8,537 DSUs) was converted into the right to receive a cash payment per share equal to $22.50 per DSU. Unvested DSUs that were originally scheduled to vest in 2018, however, remain subject to the same vesting terms and conditions.
- F7Pursuant to the Merger Agreement, upon the Closing each unvested DSU that was originally scheduled to vest in 2019 (8,678 DSUs) and 2020 (8,678 DSUs) was accelerated and cancelled in exchange for a cash payment per share equal to $22.50 per DSU. In addition, pursuant to the Merger Agreement, upon the Closing each unvested DSU that was originally scheduled to vest in 2018 (8,678 DSUs) was converted into the right to receive a cash payment per share equal to $22.50 per DSU. Unvested DSUs that were originally scheduled to vest in 2018, however, remain subject to the same vesting terms and conditions.