SEC Form 4 · accession 0001140361-15-000430
Qorvo, Inc. · QRVO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Walter H Wilkinson
Director
Period of report
Jan 1, 2015
Accepted (ET)
Jan 5, 2015 · 4:31 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 | 48,723 | — | A | 48,723 | 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 | $23.88 | Jan 1, 2015 | A | 5,000 | A | — | Aug 9, 2015 | Common Stock | 5,000 | 5,000 | D |
| Stock option (right to buy)F1,F3 | $20.96 | Jan 1, 2015 | A | 2,500 | A | — | Nov 3, 2015 | Common Stock | 2,500 | 2,500 | D |
| Stock option (right to buy)F1 | $23.76 | Jan 1, 2015 | A | 6,250 | A | Aug 8, 2006 | Aug 8, 2016 | Common Stock | 6,250 | 6,250 | D |
| Stock option (right to buy)F1 | $23.48 | Jan 1, 2015 | A | 6,250 | A | Aug 16, 2007 | Aug 16, 2017 | Common Stock | 6,250 | 6,250 | D |
| Stock option (right to buy)F1 | $13.44 | Jan 1, 2015 | A | 15,925 | A | Aug 6, 2008 | Aug 6, 2018 | Common Stock | 15,925 | 15,925 | 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. ("RFMD"), TriQuint Semiconductor, Inc., and Qorvo, Inc. ("Qorvo"). Upon the closing of the merger on January 1, 2015, RFMD became a wholly-owned subsidiary of Qorvo and each share of RFMD common stock was converted into 0.25 shares of common stock of Qorvo. Also pursuant to the merger agreement, upon the closing of the merger on January 1, 2015, all RFMD 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 0.25.
- F2The option previously vested and became exercisable in three equal annual installments beginning on the grant date.
- F3The option previously vested and became exercisable in two equal installments on the grant date and the one year anniversary of the grant date.