SEC Form 4 · accession 0001213184-16-000094
NEWPORT CORP · NEWP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Willem A Meintjes
Other
Period of report
Apr 29, 2016
Accepted (ET)
May 2, 2016 · 6:45 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 StockF1 | Apr 29, 2016 | D | 901 | $23.00 | D | 0 | D | |
| Common StockF2 | Apr 29, 2016 | D | 3,094 | — | 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 RightF3 | $19.11 | Apr 29, 2016 | D | 4,640 | D | — | May 19, 2022 | Common Stock | 4,640 | 0 | D |
Explanation of responses
- F1On 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.
- F2Restricted stock units representing the right to receive a total of 3,094 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 1,899 shares of MKS' common stock.
- F3Stock 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 2,848 shares of MKS' common stock having a base value of $31.13 per share.