SEC Form 4 · accession 0001213184-16-000092
NEWPORT CORP · NEWP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey B Coyne
Other
Period of report
Apr 29, 2016
Accepted (ET)
May 2, 2016 · 6:43 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000225263
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Apr 12, 2016 | G | 17,037 | $0.00 | D | 73,170 | D | |
| Common StockF2 | Apr 12, 2016 | G | 17,037 | $0.00 | A | 35,008 | I | Held in family trust |
| Common Stock | Apr 12, 2016 | G | 58,400 | $0.00 | D | 14,770 | D | |
| Common StockF4 | Apr 12, 2016 | G | 58,400 | $0.00 | A | 58,400 | I | Held in family trust |
| Common StockF5,F6 | Apr 29, 2016 | D | 35,008 | $23.00 | D | 0 | I | Held in family trust |
| Common StockF5,F7 | Apr 29, 2016 | D | 58,400 | $23.00 | D | 0 | I | Held in family trust |
| Common StockF8 | Apr 29, 2016 | D | 5,550 | — | D | 0 | D | |
| Common StockF9 | Apr 29, 2016 | D | 9,220 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Appreciation RightF10 | $12.47 | Apr 29, 2016 | D | 10,965 | D | — | Mar 31, 2017 | Common Stock | 10,965 | 0 | D |
| Stock Appreciation RightF11 | $17.06 | Apr 29, 2016 | D | 7,890 | D | — | May 17, 2018 | Common Stock | 7,890 | 0 | D |
| Stock Appreciation RightF12 | $17.12 | Apr 29, 2016 | D | 11,100 | D | — | Apr 12, 2019 | Common Stock | 11,100 | 0 | D |
| Stock Appreciation RightF13 | $13.74 | Apr 29, 2016 | D | 19,380 | D | — | May 20, 2020 | Common Stock | 19,380 | 0 | D |
| Stock Appreciation RightF14 | $18.29 | Apr 29, 2016 | D | 16,650 | D | — | May 19, 2021 | Common Stock | 16,650 | 0 | D |
| Stock Appreciation RightF15 | $19.11 | Apr 29, 2016 | D | 13,830 | D | — | May 19, 2022 | Common Stock | 13,830 | 0 | D |
Explanation of responses
- F1Shares were transferred by gift by reporting person to himself as trustee of a family trust.
- F10Stock appreciation right, which became fully vested on March 31, 2013, was assumed by MKS in connection with the Merger and was converted into a stock appreciation right with respect to a total of 6,731 shares of MKS' common stock having a base value of $20.32 per share.
- F11Stock appreciation right, which became fully vested on March 31, 2014, was assumed by MKS in connection with the Merger and was converted into a stock appreciation right with respect to a total of 4,843 shares of MKS' common stock having a base value of $27.79 per share.
- F12Stock appreciation right, which became fully vested on March 31, 2015, was assumed by MKS in connection with the Merger and was converted into a stock appreciation right with respect to a total of 6,814 shares of MKS' common stock having a base value of $27.89 per share.
- F13Stock appreciation right, which became fully vested on March 31, 2016, was assumed by MKS in connection with the Merger and was converted into a stock appreciation right with respect to a total of 11,897 shares of MKS' common stock having a base value of $22.39 per share.
- F14Stock appreciation right, which vests in equal 1/3rd installments on March 31, 2015, 2016 and 2017, was assumed by MKS in connection with the Merger and was converted into a stock appreciation right with respect to a total of 10,221 shares of MKS' common stock having a base value of $29.80 per share.
- F15Stock appreciation right, which vests in equal 1/3rd installments on March 31, 2016, 2017 and 2018, was assumed by MKS in connection with the Merger and was converted into a stock appreciation right with respect to a total of 8,490 shares of MKS' common stock having a base value of $31.13 per share.
- F2Shares are held by reporting person as trustee of a family trust.
- F3Shares were transferred by gift by reporting person to himself and his spouse as trustees of a family trust.
- F4Shares are held by reporting person and his spouse as trustees of a family trust.
- F5On April 29, 2016, pursuant to the Agreement and Plan of Merger between the issuer, MKS Instruments, Inc. ("MKS") and MKS' wholly owned subsidiary, PSI Equipment, Inc. ("Merger Sub"), dated February 22, 2016 (the "Merger Agreement"), Merger Sub merged with and into the issuer (the "Merger"), with the issuer surviving the Merger as a wholly owned subsidiary of MKS. Pursuant to the Merger Agreement, at the effective time of the Merger, the shares were automatically converted into a right to receive $23.00 per share in cash.
- F6Shares had been held by reporting person as trustee of a family trust.
- F7Shares had been held by reporting person and his spouse as trustees of a family trust.
- F8Restricted stock units representing the right to receive a total of 5,550 shares of the issuer's common stock, which vest on March 31, 2017, were assumed by MKS in connection with the Merger and were converted into restricted stock units representing the right to receive a total of 3,407 shares of MKS' common stock.
- F9Restricted stock units representing the right to receive a total of 9,220 shares of the issuer's common stock, which vest in two equal installments on March 31, 2017 and March 31, 2018, were assumed by MKS in connection with the Merger and were converted into restricted stock units representing the right to receive a total of 5,660 shares of MKS' common stock.