SEC Form 4 · accession 0001437749-16-024351
OMNIVISION TECHNOLOGIES INC · OVTI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Hongli Yang
Officer — Chief Operating Officer · Director
Period of report
Jan 29, 2016
Accepted (ET)
Jan 29, 2016 · 8:24 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 | 91,527 | $29.75 | D | 0 | D | |
| Common StockF1 | Jan 29, 2016 | D | 40,600 | $29.75 | D | 0 | I | By Family Trust |
| Common StockF1 | Jan 29, 2016 | D | 4,500 | $29.75 | D | 0 | I | By Sister |
| Common StockF1 | Jan 29, 2016 | D | 4,500 | $29.75 | D | 0 | I | By Father-in-law |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionF4,F2 | $14.93 | Jan 29, 2016 | D | 6,125 | D | Jul 1, 2008 | May 30, 2017 | Common Stock | 6,125 | 0 | D |
| Stock OptionF5,F3 | $11.95 | Jan 29, 2016 | D | 7,418 | D | Jul 1, 2009 | Jul 1, 2018 | Common Stock | 7,418 | 0 | D |
| Stock OptionF6,F3 | $10.41 | Jan 29, 2016 | D | 20,457 | D | Jul 1, 2010 | Jul 1, 2019 | Common Stock | 20,457 | 0 | D |
| Stock OptionF7,F3 | $21.84 | Jan 29, 2016 | D | 42,550 | D | Jul 1, 2011 | Jul 1, 2017 | Common Stock | 42,550 | 0 | D |
| Stock OptionF8,F3 | $34.80 | Jan 29, 2016 | D | 50,000 | D | Jul 1, 2012 | Jul 1, 2018 | Common Stock | 50,000 | 0 | D |
| Stock OptionF9,F3 | $13.34 | Jan 29, 2016 | D | 53,000 | D | Jul 1, 2013 | Jul 1, 2019 | Common Stock | 53,000 | 0 | D |
| Stock OptionF10,F3 | $18.47 | Jan 29, 2016 | D | 53,000 | D | Jul 1, 2014 | Jul 1, 2020 | Common Stock | 53,000 | 0 | D |
| Stock OptionF11,F3 | $22.68 | Jan 29, 2016 | D | 53,000 | D | Jul 1, 2015 | Jul 1, 2021 | Common Stock | 53,000 | 0 | D |
| Stock OptionF12,F3 | $26.13 | Jan 29, 2016 | D | 149,530 | D | Jul 1, 2016 | Jul 1, 2022 | Common Stock | 149,530 | 0 | D |
| Restricted Stock UnitF15,F13,F14 | $0.001 | Jan 29, 2016 | D | 14,746 | D | Jul 1, 2014 | — | Common Stock | 14,746 | 0 | D |
| Restricted Stock UnitF16,F13,F14 | $0.001 | Jan 29, 2016 | D | 29,666 | D | Jul 1, 2015 | — | Common Stock | 29,666 | 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 19,876 shares of Issuer common stock, was assumed and exchanged for an option to purchase 19,876 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 33,124 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 33,126 shares of Issuer common stock, was assumed and exchanged for an option to purchase 33,126 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 19,874 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.
- 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 149,530 shares of Issuer common stock, was assumed and exchanged for an option to purchase 149,530 shares of Seagull Investment Holdings Limited, a Cayman Islands exempted limited company and the ultimate parent of Investor ("Investor Parent").
- F13Represents the par value of Issuer's common stock.
- F14One-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.
- F15Pursuant to the terms of the Merger Agreement and in connection with the Merger, the restricted stock units covering 14,746 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 29,666 shares of Issuer common stock were cancelled 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 vesting base date and 1/48th of the shares underlying the options become exercisable each month thereafter.
- F31/4th 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.
- F4Pursuant to the terms of the Merger Agreement and in connection with the Merger, this option, which covered 6,125 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.
- F5Pursuant to the terms of the Merger Agreement and in connection with the Merger, this option, which covered 7,418 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 20,457 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 42,550 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 50,000 shares of Issuer common stock, was assumed and exchanged for an option to purchase 50,000 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 6,627 shares of Issuer common stock, was assumed and exchanged for an option to purchase 6,627 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 46,373 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.