SEC Form 4 · accession 0001140361-17-009733
INTERSIL CORP/DE · ISIL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Donald Macleod
Director
Period of report
Feb 24, 2017
Accepted (ET)
Feb 28, 2017 · 5:05 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 | D | 9,809 | — | D | 0 | D | |
| Common StockF1 | Feb 24, 2017 | D | 91,266 | — | D | 0 | I | Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (Right to Buy)F2 | $8.38 | Apr 1, 2013 | D | 5,000 | D | — | Apr 1, 2020 | Common Stock | 5,000 | 0 | D |
| Deferred Stock Units (DSUs)F3 | $0.00 | Apr 21, 2016 | D | 9,310 | D | — | — | Common Stock | 9,310 | 0 | D |
Explanation of responses
- F1Pursuant 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.
- F2Pursuant to the Merger Agreement, upon the Closing each vested stock option was cancelled in exchange for a cash payment per share equal to the excess, if any, of $22.50 over the exercise price.
- F3Pursuant to the Merger Agreement, upon the Closing each unvested Deferred Stock Unit ("DSUs") were accelerated and cancelled in exchange for a cash payment per share equal to $22.50 per DSU.