SEC Form 4 · accession 0001437749-16-040891
Silicon Graphics International Corp · SGI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jorge Titinger
Officer — President & CEO · Director
Period of report
Nov 1, 2016
Accepted (ET)
Nov 2, 2016 · 6:51 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001316625
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Nov 1, 2016 | D | 270,230 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF4,F2,F3 | $0.00 | Nov 1, 2016 | D | 363,475 | D | — | — | Common Stock | 363,475 | 0 | D |
| Performance Restricted Stock UnitsF5,F2,F3 | $0.00 | Nov 1, 2016 | D | 91,589 | D | — | — | Common Stock | 91,589 | 0 | D |
| Non-Qualified Stock Options (Right to Buy)F6 | $9.78 | Nov 1, 2016 | D | 209,896 | D | Feb 17, 2016 | Mar 1, 2022 | Common Stock | 209,896 | 0 | D |
Explanation of responses
- F1Shares were disposed of at the effective time of the merger of a subsidiary of Hewlett Packard Enterprise Company ("HPE") with and into the Issuer (the "Merger") pursuant to the Agreement and Plan of Merger, dated as of August 11, 2016, by and among HPE, Satellite Acquisition Sub, Inc. and the Issuer (the "Merger Agreement") in exchange for $7.75 per share, without interest, and subject to deduction for any applicable withholding taxes (the "Merger Consideration").
- F2Vests in accordance with the terms and conditions of the original grants and plans.
- F3Restricted Stock Units have no expiration date
- F4Shares consist of unvested restricted stock units that were converted into such number of like shares of HPE determined by multiplying the number of shares by a fraction, of which the numerator is equal to the Merger Consideration and the denominator is equal to the average closing price of a share of HPE common stock on the New York Stock Exchange for the five consecutive trading days immediately preceding (but not including) the closing date (the "Conversion Ratio"), rounded down to the nearest whole share pursuant to the terms and conditions of the Merger Agreement.
- F5Shares consist of unvested performance stock units that were converted into such number of like shares of HPE determined by multiplying the number of shares by a fraction, of which the numerator is equal to the Merger Consideration and the denominator is equal to the average closing price of a share of HPE common stock on the New York Stock Exchange for the five consecutive trading days immediately preceding (but not including) the closing date (the "Conversion Ratio"), rounded down to the nearest whole share pursuant to the terms and conditions of the Merger Agreement. Pursuant to their terms, such performance stock units are deemed attained and subject only to time based vesting.
- F6Shares consist of unexercised non-qualified stock options that were converted into such number of like shares of HPE determined by multiplying the number of shares by a fraction, of which the numerator is equal to the Merger Consideration and the denominator is equal to the average closing price of a share of HPE common stock on the New York Stock Exchange for the five consecutive trading days immediately preceding (but not including) the closing date (the "Conversion Ratio"), rounded down to the nearest whole share pursuant to the terms and conditions of the Merger Agreement.