SEC Form 4 · accession 0001242609-15-000021

· IRF

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

Reporting owner

Director

Period of report

Jan 8, 2015

Accepted (ET)

Jan 13, 2015 · 6:25 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000316793

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock	Jan 8, 2015	G	125	$0.00	D	80,124	D
Common Stock^F1	Jan 13, 2015	D	80,124	$40.00	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Unit^F2	$0.00	Jan 13, 2015	D	3,060	D	Aug 25, 2015	Aug 25, 2015	Common Stock	3,060	3,060	D

F1On January 13, 2015, Infineon Technologies AG., a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany ("Infineon"), acquired the issuer pursuant to that certain agreement and plan of merger among issuer, Infineon and Surf Merger Sub, Inc., a Delaware corporation and wholly owned subsidiay of Infineon ("Merger Sub"), dated as of August 20, 2014 (the "Merger Agreement"). In accordance with 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 Infineon. At the effective time of the Merger, each outstanding share of the issuer's common stock was converted into the right to receive $40.00 in cash (the "per-share merger consideration"). The Merger is more fully described in the issuer's Proxy Statement filed with the SEC on October 7, 2014.
F2These service-based Restricted Stock Units, which provide for vesting on the first anniversary of the date of grant were cancelled at the effective time of the Merger, in exchange for a cash amount equal to the per-share merger consideration multiplied by the number of Restricted Stock Units to be paid out as soon as administratively practicable following the effective time of the Merger.