SEC Form 4 · accession 0001209191-18-051314

ECHELON CORP · ELON

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

Reporting owner

Ronald Sege

Officer — Chairman, CEO & President · Director

Period of report

Sep 14, 2018

Accepted (ET)

Sep 17, 2018 · 8:28 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000031347

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Sep 14, 2018	D	25,396	—	D	0	D
Common Stock^F1,F2,F3	Sep 14, 2018	D	25,396	—	D	0	I	See footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Performance Shares^F4,F5	—	Sep 14, 2018	D	22,500	D	—	Sep 28, 2018	Common Stock	22,500	D
Performance Shares^F4,F5	—	Sep 14, 2018	D	70,299	D	—	Mar 15, 2019	Common Stock	70,299	D
Restricted Stock Units^F6,F7	—	Sep 14, 2018	D	40,000	D	—	Sep 20, 2019	Common Stock	40,000	D
Employee Stock Option (Right to buy)^F8	$5.22	Sep 14, 2018	D	45,000	D	—	Sep 28, 2026	Common Stock	45,000	D

Explanation of responses

F1Since the date of the Reporting Person's last ownership report, the 41,638 shares previously held by the Ronald A and Eugenia Sege TR U/T/A DTD 10/19/2010 have been divided as follows pursuant to the terms of a divorce decree dated December 17, 2017 (the "Divorce Decree"): 16,242 shares are held by the Reporting Person and 25,396 shares are held in constructive trust for Eugenia Sege.
F2Disposed of pursuant to that certain Agreement and Plan of Merger between the Issuer, Adesto Technologies Corporation and Circuit Acquisition Corporation, dated as of June 28, 2018 (the "Merger Agreement"), in exchange for a cash payment of $8.50 per share without interest thereon (the "Merger Consideration").
F3These shares are held in constructive trust for Eugenia Sege pursuant to the terms of the Divorce Decree.
F4Each performance share represents the right to receive one share of the Issuer's Common Stock.
F5The performance shares were cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to the Merger Consideration multiplied by the number of disposed performance shares.
F6Each restricted stock unit ("RSU") represents the right to receive one share of the Issuer's Common Stock.
F7The RSUs were cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to the Merger Consideration multiplied by the number of disposed RSUs.
F8The option was cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to (x) the difference between the Merger Consideration and the per share exercise price of the option, multiplied by (y) the number of disposed option shares.