SEC Form 4 · accession 0001437749-16-024340
OMNIVISION TECHNOLOGIES INC · OVTI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dwight Steffensen
Director
Period of report
Jan 29, 2016
Accepted (ET)
Jan 29, 2016 · 7:55 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001106851
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jan 29, 2016 | D | 35,549 | $29.75 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionF3,F2 | $16.85 | Jan 29, 2016 | D | 20,000 | D | Nov 28, 2007 | Nov 28, 2016 | Common Stock | 20,000 | 0 | D |
| Stock OptionF3,F2 | $19.43 | Jan 29, 2016 | D | 20,000 | D | Nov 26, 2008 | Nov 26, 2017 | Common Stock | 20,000 | 0 | D |
| Stock OptionF4,F2 | $29.02 | Jan 29, 2016 | D | 9,000 | D | Jan 1, 2017 | Jan 1, 2023 | Common Stock | 9,000 | 0 | D |
| Restricted Stock UnitF7,F5,F6 | $0.001 | Jan 29, 2016 | D | 2,500 | D | Jan 1, 2015 | — | Common Stock | 2,500 | 0 | D |
Explanation of responses
- F1Pursuant to the terms of the Agreement and Plan of Merger dated April 30, 2015 by and among Seagull International Limited, a Cayman Islands exempted limited company ("Investor"), Seagull Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Investor ("Acquisition Sub"), and OmniVision Technologies, Inc., a Delaware corporation (the"Issuer"), as amended by Amendment No. 1 dated October 30, 2015 (as amended, the "Merger Agreement"), Acquisition Sub merged with and into the Issuer (the "Merger"), and in connection therewith the Reporting Person disposed of these shares in exchange for $29.75 per share without interest and less applicable withholding taxes.
- F21/4th of the shares underlying the options become vested and exercisable one year from the date of grant and 1/16th of the shares underlying the options underlying the options become exercisable each quarter thereafter.
- F3Pursuant to the terms of the Merger Agreement and in connection with the Merger, this option, which covered 20,000 shares of Issuer common stock, was cancelled in exchange for a cash payment, without interest and less applicable withholding taxes, representing the excess of $29.75 over the exercise price of the option multiplied by the number of shares subject to this option.
- F4Pursuant to the terms of the Merger Agreement and in connection with the Merger, the (i) unvested portion of this option and (ii) the portion of this option that was vested and outstanding as of immediately prior to the effective time of the Merger and that had a per share exercise price greater than or equal to $29.75, which in aggregate covered 9,000 shares of Issuer common stock, was assumed and exchanged for an option to purchase 9,000 shares of Seagull Investment Holdings Limited, a Cayman Islands exempted limited company and the ultimate parent of Investor ("Investor Parent").
- F5Represents the par value of Issuer's common stock.
- F6One-Third of the Restricted Stock Units will vest on the first anniversary of the Vesting Commencement Date, and one-third of the Restricted Stock Units will vest on each of the second and third anniversaries of the Vesting Commencement Date, provided, however, that in each case Participant remains a Service Provider through each vesting date.
- F7Pursuant to the terms of the Merger Agreement and in connection with the Merger, the restricted stock units covering 2,500 shares of Issuer common stock were cancelled in exchange for $29.75 per share without interest and less applicable withholding taxes.