SEC Form 4 · accession 0001140361-15-000409
Qorvo, Inc. · QRVO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James L Klein
Officer — VP and Pres. Infra. & Defense
Period of report
Jan 1, 2015
Accepted (ET)
Jan 5, 2015 · 4:25 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001604778
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jan 1, 2015 | A | 33,514 | — | A | 33,514 | D |
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)F1,F2 | $16.70 | Jan 1, 2015 | A | 12,168 | A | Aug 5, 2012 | Aug 5, 2021 | Common Stock | 12,168 | 12,168 | D |
| Stock Option (Right to Buy)F1,F3 | $14.19 | Jan 1, 2015 | A | 25,889 | A | Jul 9, 2014 | Apr 9, 2022 | Common Stock | 25,889 | 25,889 | D |
| Stock Option (Right to Buy)F1,F3 | $11.59 | Jan 1, 2015 | A | 14,799 | A | Jul 5, 2015 | Apr 5, 2023 | Common Stock | 14,799 | 14,799 | D |
| Stock Option (Right to Buy)F1,F3 | $16.75 | Jan 1, 2015 | A | 10,306 | A | Jul 5, 2015 | Jun 7, 2023 | Common Stock | 10,306 | 10,306 | D |
| Stock Option (Right to Buy)F1,F3 | $31.08 | Jan 1, 2015 | A | 13,188 | A | Jul 7, 2016 | Apr 7, 2021 | Common Stock | 13,188 | 13,188 | D |
| Stock Option (Right to Buy)F1,F3 | $48.42 | Jan 1, 2015 | A | 5,652 | A | Jul 7, 2016 | Sep 8, 2021 | Common Stock | 5,652 | 5,652 | D |
Explanation of responses
- F1Common stock and derivative securities were acquired pursuant to the merger agreement dated February 22, 2014, as amended on July 15, 2014, by and among RF Micro Devices, Inc., TriQuint Semiconductor, Inc. ("TriQuint"), and Qorvo, Inc. ("Qorvo"). Upon the closing of the merger on January 1, 2015, TriQuint became a wholly-owned subsidiary of Qorvo and each share of TriQuint common stock was converted into 0.4187 shares of common stock of Qorvo. Also pursuant to the merger agreement, upon the closing of the merger on January 1, 2015, all TriQuint equity awards were assumed by Qorvo, with such equity awards to be exercisable for or able to be settled in shares of Qorvo common stock, based on the exchange ratio of 0.4187.
- F2The option vests as follows: 25% of the shares subject to the option vest on the date shown, which is one year after the date of grant, and an additional 6.25% of the shares subject to the option vest each calendar quarter thereafter over the next twelve quarters.
- F3The option vests in four quarterly installments beginning on this date.