SEC Form 4 · accession 0001209191-18-051316
ECHELON CORP · ELON
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sohrab Modi
Officer — SVP and CTO
Period of report
Sep 14, 2018
Accepted (ET)
Sep 17, 2018 · 8:29 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 StockF1 | Sep 14, 2018 | D | 11,621 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance SharesF2,F3 | — | Sep 14, 2018 | D | 10,500 | D | — | Sep 28, 2018 | Common Stock | 10,500 | 0 | D |
| Performance SharesF2,F3 | — | Sep 14, 2018 | D | 13,182 | D | — | Mar 15, 2019 | Common Stock | 13,182 | 0 | D |
| Restricted Stock UnitsF4,F5 | — | Sep 14, 2018 | D | 30,000 | D | — | Sep 20, 2019 | Common Stock | 30,000 | 0 | D |
| Employee Stock Option (Right to buy)F6 | $5.22 | Sep 14, 2018 | D | 21,000 | D | — | Sep 28, 2026 | Common Stock | 21,000 | 0 | D |
Explanation of responses
- F1Disposed 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").
- F2Each performance share represents the right to receive one share of the Issuer's Common Stock.
- F3The 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.
- F4Each restricted stock unit ("RSU") represents the right to receive one share of the Issuer's Common Stock.
- F5The 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.
- F6The 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.