SEC Form 4 · accession 0001417606-15-000036
ENTROPIC COMMUNICATIONS INC · ENTR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Charlie Lesko
Officer — Senior VP Global Sales
Period of report
Apr 30, 2015
Accepted (ET)
May 4, 2015 · 11:52 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001227930
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Apr 30, 2015 | D | 55,569 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (right to buy)F2 | $3.86 | Apr 30, 2015 | D | 72,000 | D | — | Apr 11, 2024 | Common Stock | 72,000 | 0 | D |
| Non-Qualified Stock Option (right to buy)F3 | $4.11 | Apr 30, 2015 | D | 60,000 | D | — | Apr 12, 2023 | Common Stock | 60,000 | 0 | D |
| Non-Qualified Stock Option (right to buy)F4 | $5.62 | Apr 30, 2015 | D | 192,000 | D | — | Jul 23, 2022 | Common Stock | 192,000 | 0 | D |
| Restricted Stock UnitF5 | — | Apr 30, 2015 | D | 64,500 | D | — | — | Common Stock | 64,500 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to the Agreement and Plan of Merger and Reorganization dated as of February 3, 2015 (the Merger Agreement, and the transactions contemplated therein, the Merger), by and among the Issuer, MaxLinear, Inc. (MaxLinear), Excalibur Acquisition Corporation and Excalibur Subsidiary, LLC, whereby each share of Issuer common stock was canceled in exchange for a cash payment of $1.20 per share and .2200 of a share of MaxLinear Class A Common Stock, with fractional shares being paid in cash. The market value of MaxLinear Class A Common Stock received under the Merger Agreement was $8.53 per share on the effective date of the Merger.
- F21/4th of the shares vested one year after the Vesting Commencement Date beginning 4/11/14. 1/48th of the shares vest monthly thereafter over the next three years. The option was assumed by MaxLinear in the Merger and replaced with an option to purchase 25,792 shares of MaxLinear Class A Common Stock with an exercise price of $10.78 per share.
- F31/4th of the shares vested one year after the Vesting Commencement Date beginning 4/12/13. 1/48th of the shares vest monthly thereafter over the next three years. The option was assumed by MaxLinear in the Merger and replaced with an option to purchase 21,493 shares of MaxLinear Class A Common Stock with an exercise price of $11.48 per share.
- F41/4th of the shares vested one year after the Vesting Commencement Date beginning 7/23/12. 1/48th of the shares vest monthly thereafter over the next three years. The option was assumed by MaxLinear in the Merger and replaced with an option to purchase 68,779 shares of MaxLinear Class A Common Stock with an exercise price of $15.69 per share.
- F5The RSU represents a contingent right to receive Issuer common stock on a one-for-one basis. The RSU, which vests in equal annual installments, was assumed by MaxLinear in the Merger and converted into restricted stock units representing a contingent right to receive an aggregate of 23,105 shares of the Class A Common Stock of MaxLinear on the same terms and conditions (including with respect to vesting and exercisability) as were applicable to the RSU prior to the consummation of the Merger.