SEC Form 4 · accession 0001213184-16-000098
NEWPORT CORP · NEWP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dennis L Werth
Other
Period of report
Apr 29, 2016
Accepted (ET)
May 2, 2016 · 6:50 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 | 58,638 | $23.00 | D | 0 | D | |
| Common StockF2 | Apr 29, 2016 | D | 4,810 | — | D | 0 | D | |
| Common StockF3 | Apr 29, 2016 | D | 8,000 | — | 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 RightF4 | $12.47 | Apr 29, 2016 | D | 9,510 | D | — | Mar 31, 2017 | Common Stock | 9,510 | 0 | D |
| Stock Appreciation RightF5 | $17.06 | Apr 29, 2016 | D | 6,840 | D | — | May 17, 2018 | Common Stock | 6,840 | 0 | D |
| Stock Appreciation RightF6 | $17.12 | Apr 29, 2016 | D | 9,630 | D | — | Apr 12, 2019 | Common Stock | 9,630 | 0 | D |
| Stock Appreciation RightF7 | $13.74 | Apr 29, 2016 | D | 16,800 | D | — | May 20, 2020 | Common Stock | 16,800 | 0 | D |
| Stock Appreciation RightF8 | $18.29 | Apr 29, 2016 | D | 14,430 | D | — | May 19, 2021 | Common Stock | 14,430 | 0 | D |
| Stock Appreciation RightF9 | $19.11 | Apr 29, 2016 | D | 12,000 | D | — | May 19, 2022 | Common Stock | 12,000 | 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 4,810 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 2,952 shares of MKS' common stock.
- F3Restricted stock units representing the right to receive a total of 8,000 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 4,911 shares of MKS' common stock.
- F4Stock 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 5,838 shares of MKS' common stock having a base value of $20.32 per share.
- F5Stock 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 4,199 shares of MKS' common stock having a base value of $27.79 per share.
- F6Stock 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 5,911 shares of MKS' common stock having a base value of $27.89 per share.
- F7Stock 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 10,313 shares of MKS' common stock having a base value of $22.39 per share.
- F8Stock 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 8,858 shares of MKS' common stock having a base value of $29.80 per share.
- F9Stock 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 7,366 shares of MKS' common stock having a base value of $31.13 per share.