SEC Form 4 · accession 0001417606-15-000037

ENTROPIC COMMUNICATIONS INC · ENTR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

David Lyle

Officer — Chief Financial Officer

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 Stock^F1	Apr 30, 2015	D	48,893	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Non-Qualified Stock Option (right to buy)^F2	$1.99	Apr 30, 2015	D	59,823	D	—	Mar 19, 2018	Common Stock	59,823	D
Non-Qualified Stock Option (right to buy)^F3	$2.41	Apr 30, 2015	D	100,000	D	—	May 21, 2019	Common Stock	100,000	D
Non-Qualified Stock Option (right to buy)^F4	$3.86	Apr 30, 2015	D	90,000	D	—	Apr 11, 2024	Common Stock	90,000	D
Non-Qualified Stock Option (right to buy)^F5	$4.11	Apr 30, 2015	D	78,000	D	—	Apr 12, 2023	Common Stock	78,000	D
Non-Qualified Stock Option (right to buy)^F6	$4.86	Apr 30, 2015	D	200,000	D	—	Apr 8, 2020	Common Stock	200,000	D
Non-Qualified Stock Option (right to buy)^F7	$5.10	Apr 30, 2015	D	69,000	D	—	Apr 13, 2022	Common Stock	69,000	D
Non-Qualified Stock Option (right to buy)^F8	$7.45	Apr 30, 2015	D	105,000	D	—	Apr 13, 2021	Common Stock	105,000	D
Restricted Stock Unit^F9	—	Apr 30, 2015	D	158,700	D	—	—	Common Stock	158,700	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.
F2The option which vested over a four year period from the date of grant and is fully-vested and exercisable, was assumed by MaxLinear in the Merger and replaced with an option to purchase 21,430 shares of MaxLinear Class A Common Stock with an exercise price of $5.56 per share.
F3The option which vested over a four year period from the date of grant and is fully-vested and exercisable, was assumed by MaxLinear in the Merger and replaced with an option to purchase 35,822 shares of MaxLinear Class A Common Stock with an exercise price of $6.73 per share.
F41/4th of the shares vest 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 32,240 shares of MaxLinear Class A Common Stock with an exercise price of $10.78 per share.
F51/4th 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 27,941 shares of MaxLinear Class A Common Stock with an exercise price of $11.48 per share.
F6The option which vested over a four year period from the date of grant and is fully-vested and exercisable, was assumed by MaxLinear in the Merger and replaced with an option to purchase 71,645 shares of MaxLinear Class A Common Stock with an exercise price of $13.57 per share.
F71/4th of the shares vested one year after the Vesting Commencement Date beginning 4/13/12. 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 24,717 shares of MaxLinear Class A Common Stock with an exercise price of $14.24 per share.
F8The option which vested over a four year period from the date of grant and is fully-vested and exercisable, was assumed by MaxLinear in the Merger and replaced with an option to purchase 37,613 shares of MaxLinear Class A Common Stock with an exercise price of $20.80 per share.
F9The 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 56,850 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.