SEC Form 4 · accession 0001437749-16-024346
OMNIVISION TECHNOLOGIES INC · OVTI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Aurelio Cisneros
Officer — Sr. VP of WW Sales & Sales Ops
Period of report
Jan 29, 2016
Accepted (ET)
Jan 29, 2016 · 8:03 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 | 51,794 | $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 OptionF5,F2 | $16.69 | Jan 29, 2016 | D | 6,250 | D | Jul 1, 2007 | Aug 28, 2016 | Common Stock | 6,250 | 0 | D |
| Stock OptionF6,F3 | $14.93 | Jan 29, 2016 | D | 6,250 | D | Jul 1, 2008 | May 30, 2017 | Common Stock | 6,250 | 0 | D |
| Stock OptionF7,F4 | $21.84 | Jan 29, 2016 | D | 34,000 | D | Jul 1, 2011 | Jul 1, 2017 | Common Stock | 34,000 | 0 | D |
| Stock OptionF8,F4 | $34.80 | Jan 29, 2016 | D | 40,120 | D | Jul 1, 2012 | Jul 1, 2018 | Common Stock | 40,120 | 0 | D |
| Stock OptionF9,F4 | $13.34 | Jan 29, 2016 | D | 43,000 | D | Jul 1, 2013 | Jul 1, 2019 | Common Stock | 43,000 | 0 | D |
| Stock OptionF10,F4 | $18.47 | Jan 29, 2016 | D | 43,000 | D | Jul 1, 2014 | Jul 1, 2020 | Common Stock | 43,000 | 0 | D |
| Stock OptionF11,F4 | $22.68 | Jan 29, 2016 | D | 44,000 | D | Jul 1, 2015 | Jul 1, 2021 | Common Stock | 44,000 | 0 | D |
| Stock OptionF12,F4 | $26.13 | Jan 29, 2016 | D | 78,000 | D | Jul 1, 2016 | Jul 1, 2022 | Common Stock | 78,000 | 0 | D |
| Restricted Stock UnitF15,F14,F13 | $0.001 | Jan 29, 2016 | D | 11,946 | D | Jul 1, 2014 | — | Common Stock | 11,946 | 0 | D |
| Restricted Stock UnitF16,F14,F13 | $0.001 | Jan 29, 2016 | D | 24,666 | D | Jul 1, 2015 | — | Common Stock | 24,666 | 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.
- F10Pursuant 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 16,126 shares of Issuer common stock, was assumed and exchanged for an option to purchase 16,126 shares of Seagull Investment Holdings Limited, a Cayman Islands exempted limited company and the ultimate parent of Investor ("Investor Parent"). The remaining portion of this option, which covered 26,874 shares of Issuer common stock, was not assumed by Investor and 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 portion of the option.
- F11Pursuant 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 27,501 shares of Issuer common stock, was assumed and exchanged for an option to purchase 27,501 shares of Seagull Investment Holdings Limited, a Cayman Islands exempted limited company and the ultimate parent of Investor ("Investor Parent"). The remaining portion of this option, which covered 16,499 shares of Issuer common stock, was not assumed by Investor and 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 portion of the option.
- F12Pursuant 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 78,000 shares of Issuer common stock, was assumed and exchanged for an option to purchase 78,000 shares of Seagull Investment Holdings Limited, a Cayman Islands exempted limited company and the ultimate parent of Investor ("Investor Parent").
- F13One-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.
- F14Represents the par value of Issuer's common stock.
- F15Pursuant to the terms of the Merger Agreement and in connection with the Merger, the restricted stock units covering 11,946 shares of Issuer common stock were cancelled in exchange for $29.75 per share without interest and less applicable withholding taxes
- F16Pursuant to the terms of the Merger Agreement and in connection with the Merger, the restricted stock units covering 24,666 shares of Issuer common stock were cancelled in exchange for $29.75 per share without interest and less applicable withholding taxes
- F21/36th of the shares underlying the options become vested and exercisable one month from the vesting base date.
- F31/4th of the shares underlying the options become vested and exercisable one year from the vesting base date and 1/48th of the shares underlying the options become exercisable each month thereafter.
- F41/4th of the shares underlying the options become vested and exercisable one year from the date of grant and 1/48th of the shares underlying the options become exercisable each month thereafter.
- F5Pursuant to the terms of the Merger Agreement and in connection with the Merger, this option, which covered 6,250 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.
- F6Pursuant to the terms of the Merger Agreement and in connection with the Merger, this option, which covered 6,250 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.
- F7Pursuant to the terms of the Merger Agreement and in connection with the Merger, this option, which covered 34,000 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.
- F8Pursuant 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 40,120 shares of Issuer common stock, was assumed and exchanged for an option to purchase 40,120 shares of Seagull Investment Holdings Limited, a Cayman Islands exempted limited company and the ultimate parent of Investor ("Investor Parent").
- F9Pursuant 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 5,376 shares of Issuer common stock, was assumed and exchanged for an option to purchase 5,376 shares of Seagull Investment Holdings Limited, a Cayman Islands exempted limited company and the ultimate parent of Investor ("Investor Parent"). The remaining portion of this option, which covered 37,624 shares of Issuer common stock, was not assumed by Investor and 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 portion of the option.