SEC Form 4 · accession 0001209191-15-026749
Spansion Inc. · CODE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
H Raymond Bingham
Director
Period of report
Mar 12, 2015
Accepted (ET)
Mar 16, 2015 · 9:44 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001322705
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Mar 12, 2015 | D | 38,283 | — | D | 0 | D | |
| Common StockF1,F3 | Mar 12, 2015 | D | 11,333 | — | D | 0 | I | By limited partnership |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F4 | $10.51 | Mar 12, 2015 | D | 30,000 | D | — | May 9, 2017 | Common Stock | 30,000 | 0 | D |
| Stock Option (Right to Buy)F4 | $18.23 | Mar 12, 2015 | D | 75,000 | D | — | Mar 31, 2018 | Common Stock | 75,000 | 0 | D |
| Stock Option (Right to Buy)F4 | $12.40 | Mar 12, 2015 | D | 50,000 | D | — | Apr 1, 2019 | Common Stock | 50,000 | 0 | D |
| Stock Option (Right to Buy)F4 | $12.14 | Mar 12, 2015 | D | 23,000 | D | — | Mar 31, 2020 | Common Stock | 23,000 | 0 | D |
| Restricted Stock UnitsF5 | — | Mar 12, 2015 | D | 1,667 | D | — | — | Common Stock | 1,667 | 0 | D |
| Restricted Stock UnitsF5 | — | Mar 12, 2015 | D | 13,750 | D | — | — | Common Stock | 13,750 | 0 | D |
| Restricted Stock UnitsF5 | — | Mar 12, 2015 | D | 21,755 | D | — | — | Common Stock | 21,755 | 0 | D |
| Restricted Stock UnitsF5 | — | Mar 12, 2015 | D | 3,120 | D | — | — | Common Stock | 3,120 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to the Agreement and Plan of Merger and Reorganization dated as of December 1, 2014 (the "Merger Agreement" and, the transactions contemplated therein, the "Merger"), by and among Cypress Semiconductor Corporation ("Cypress"), Mustang Acquisition Corporation (a wholly owned subsidiary of Cypress) and Issuer, whereby each share of Issuer common stock was canceled and automatically converted into 2.457 shares of Cypress common stock (the "Exchange Ratio"), with fractional shares being paid in cash as provided in the Merger Agreement. The market value of Cypress common stock received pursuant to the Merger Agreement is $15.68 per share, based on the trading price of Cypress common stock on March 12, 2015.
- F2Represents shares held by the Reporting Person and by Bingham Investments, LP.
- F3Shares held in a limited partnership. Trusts for the Reporting Person's children hold partnership interests in the limited partnership. The Reporting Person has authority to act on behalf of the limited partnership. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his beneficiary interest therein.
- F4This option was assumed by Cypress in the Merger, on the same terms and conditions regarding vesting and exercisability as were applicable to this option, and automatically converted into an option to purchase that number of shares of Cypress common stock equal to the number of shares subject to this option multiplied by the Exchange Ratio, rounded down to the nearest whole share (the "Assumed Option"). The exercise price of the Assumed Option will be the quotient of the exercise price of this option and the Exchange Ratio, rounded up to the nearest whole cent. Under the terms of this option, the Merger constituted a change in control; thus, the vesting of this option was accelerated in full.
- F5This restricted stock unit award (the "RSU") represents a contingent right to receive Issuer common stock on a one-for-one basis. The RSU was assumed by Cypress in the Merger, on the same terms and conditions regarding vesting and exercisability as were applicable to this RSU, and automatically converted into an award to receive that number of shares of Cypress common stock equal to the number of shares subject to this RSU multiplied by the Exchange Ratio, rounded down to the nearest whole share (the "Assumed RSU"). The purchase price of the Assumed RSU, if other than Issuer par value, will be the quotient of the purchase price of this RSU and the Exchange Ratio, rounded up to the nearest whole cent. Under the terms of this RSU, the Merger constituted a change in control; thus, the vesting of this RSU was accelerated in full.