SEC Form 4 · accession 0001417606-15-000041

ENTROPIC COMMUNICATIONS INC · ENTR

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

Reporting owner

Ted L Tewksbury III

Officer — President & CEO · Director

Period of report

Apr 30, 2015

Accepted (ET)

May 4, 2015 · 11:53 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	30,294	—	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	$2.71	Apr 30, 2015	D	100,000	D	—	Nov 10, 2024	Common Stock	100,000	D
Non-Qualified Stock Option (right to buy)^F3	$3.13	Apr 30, 2015	D	10,000	D	—	May 14, 2024	Common Stock	10,000	D
Non-Qualified Stock Option (right to buy)^F4	$3.97	Apr 30, 2015	D	10,000	D	—	May 15, 2022	Common Stock	10,000	D
Non-Qualified Stock Option (right to buy)^F5	$4.21	Apr 30, 2015	D	10,000	D	—	May 14, 2023	Common Stock	10,000	D
Non-Qualified Stock Option (right to buy)^F6	$8.30	Apr 30, 2015	D	51,076	D	—	Sep 7, 2020	Common Stock	51,076	D
Non-Qualified Stock Option (right to buy)^F7	$8.585	Apr 30, 2015	D	10,000	D	—	May 19, 2021	Common Stock	10,000	D
Restricted Stock Unit^F8	—	Apr 30, 2015	D	15,974	D	—	—	Common Stock	15,974	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.
F2One half (1/2) of the shares vested three months after the Vesting Commencement Date; the balance of the shares vest in a series of three (3) successive equal monthly installments thereafter, until fully vested on May 10, 2015. The option 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 $7.57 per share.
F31/12th of the shares vest each month over twelve consecutive months beginning on May 14, 2014. The option was assumed by MaxLinear in the Merger and replaced with an option to purchase 3,582 shares of MaxLinear Class A Common Stock with an exercise price of $8.74 per share.
F41/12th of the shares vested each month over twelve consecutive months beginning on 5/15/12.The option was assumed by MaxLinear in the Merger and replaced with an option to purchase 3,582 shares of MaxLinear Class A Common Stock with an exercise price of $11.09 per share.
F51/12th of the shares vested each month over twelve consecutive months beginning on May 14, 2013.The option was assumed by MaxLinear in the Merger and replaced with an option to purchase 3,582 shares of MaxLinear Class A Common Stock with an exercise price of $11.76 per share.
F6The shares vested in 48 equal monthly installments, beginning September 7, 2010. The option was assumed by MaxLinear in the Merger and replaced with an option to purchase 18,296 shares of MaxLinear Class A Common Stock with an exercise price of $23.17 per share.
F71/12th of the shares vested each month over twelve consecutive months beginning on 5/19/11. The option was assumed by MaxLinear in the Merger and replaced with an option to purchase 3,582 shares of MaxLinear Class A Common Stock with an exercise price of $23.97 per share.
F8100% of the shares vest on May 14, 2015. The 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 5,722 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.