SEC Form 4 · accession 0001140361-15-000423

Qorvo, Inc. · QRVO

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

Reporting owner

Ralph Quinsey

Director

Period of report

Jan 1, 2015

Accepted (ET)

Jan 5, 2015 · 4:29 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 Stock^F1	Jan 1, 2015	A	100,990	—	A	100,990	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	$10.47	Jan 1, 2015	A	7,850	A	Sep 1, 2006	Aug 23, 2016	Common Stock	7,850	7,850	D
Stock Option (Right to Buy)^F1,F3	$10.47	Jan 1, 2015	A	13,884	A	Sep 1, 2008	Aug 23, 2016	Common Stock	13,884	13,884	D
Stock Option (Right to Buy)^F1,F2	$12.38	Jan 1, 2015	A	130,843	A	Sep 1, 2007	Apr 27, 2017	Common Stock	130,843	130,843	D
Stock Option (Right to Buy)^F1,F4	$15.58	Jan 1, 2015	A	50,244	A	Sep 1, 2008	May 21, 2018	Common Stock	50,244	50,244	D
Stock Option (Right to Buy)^F1,F3	$15.58	Jan 1, 2015	A	83,739	A	Sep 1, 2010	May 21, 2018	Common Stock	83,739	83,739	D
Stock Option (Right to Buy)^F1,F4	$5.14	Jan 1, 2015	A	50,244	A	Sep 1, 2009	Mar 2, 2019	Common Stock	50,244	50,244	D
Stock Option (Right to Buy)^F1,F3	$5.14	Jan 1, 2015	A	100,487	A	Sep 1, 2011	Mar 2, 2019	Common Stock	100,487	100,487	D
Stock Option (Right to Buy)^F1,F4	$16.89	Jan 1, 2015	A	62,805	A	Jul 1, 2010	Apr 1, 2020	Common Stock	62,805	62,805	D
Stock Option (Right to Buy)^F1,F3	$16.89	Jan 1, 2015	A	146,544	A	Jul 1, 2012	Apr 1, 2020	Common Stock	146,544	146,544	D
Stock Option (Right to Buy)^F1,F3	$30.00	Jan 1, 2015	A	104,674	A	Jul 1, 2013	Apr 1, 2021	Common Stock	104,674	104,674	D
Stock Option (Right to Buy)^F1,F3	$14.19	Jan 1, 2015	A	52,337	A	Jul 9, 2014	Apr 9, 2022	Common Stock	52,337	52,337	D
Stock Option (Right to Buy)^F1,F5	$14.19	Jan 1, 2015	A	52,337	A	Jan 1, 2015	Apr 9, 2022	Common Stock	52,337	52,337	D
Stock Option (Right to Buy)^F1,F3	$11.59	Jan 1, 2015	A	35,518	A	Jul 5, 2015	Apr 5, 2023	Common Stock	35,518	35,518	D
Stock Option (Right to Buy)^F1,F3	$16.75	Jan 1, 2015	A	24,737	A	Jul 5, 2015	Jun 7, 2023	Common Stock	24,737	24,737	D
Stock Option (Right to Buy)^F1,F3	$31.08	Jan 1, 2015	A	5,100	A	Jul 7, 2016	Apr 7, 2021	Common Stock	5,100	5,100	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 quarterly over four years beginning on this date.
F3The option vests in four quarterly installments beginning on this date.
F4The option vests quarterly over three years beginning on this date.
F5The option became fully vested on January 1, 2015 in connection with the merger.