SEC Form 4 · accession 0001242609-15-000030
INTERNATIONAL RECTIFIER CORP /DE/ · IRF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Adam White
Officer — Senior VP, Global Sales
Period of report
Jan 13, 2015
Accepted (ET)
Jan 13, 2015 · 6:35 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 StockF1 | Jan 13, 2015 | D | 47,168 | $40.00 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (Right to Buy)F2 | $18.97 | Jan 13, 2015 | D | 25,000 | D | — | Feb 7, 2015 | Common Stock | 25,000 | 0 | D |
| Restricted Stock UnitsF3 | $0.00 | Jan 13, 2015 | D | 5,000 | D | Jun 21, 2015 | Jun 21, 2015 | Common Stock | 5,000 | 0 | D |
| Restricted Stock UnitsF4 | $0.00 | Jan 13, 2015 | D | 14,000 | D | Jun 27, 2015 | Jun 27, 2016 | Common Stock | 14,000 | 0 | D |
| Restricted Stock UnitsF5 | $0.00 | Jan 13, 2015 | D | 20,000 | D | Jun 26, 2015 | Jun 26, 2017 | Common Stock | 20,000 | 0 | D |
| Performance Restricted Stock UnitsF6 | $0.00 | Jan 13, 2015 | D | 27,600 | D | Jun 28, 2015 | Jun 28, 2015 | Common Stock | 27,600 | 0 | D |
| Performance Restricted Stock UnitsF7 | $0.00 | Jan 13, 2015 | D | 25,480 | D | Jun 26, 2016 | Jun 26, 2016 | Common Stock | 25,480 | 0 | D |
| Performance Restricted Stock UnitsF8 | $0.00 | Jan 13, 2015 | D | 29,250 | D | Jun 26, 2017 | Jun 26, 2017 | Common Stock | 29,250 | 0 | D |
| Performance Restricted Stock UnitsF9 | $0.00 | Jan 13, 2015 | D | 31,960 | D | Jun 25, 2017 | Dec 25, 2017 | Common Stock | 31,960 | 0 | D |
Explanation of responses
- 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.
- F2The stock options are fully vested. The Merger Agreement provided that each outstanding stock option, whether vested or unvested, be cancelled at the effective time of the Merger in exchange for a cash payment equal to the per-share merger consideration less the exercise price of the stock option.
- F3These service-based Restricted Stock Units, which provide for vesting in three equal annual installments on each of June 21, 2013, June 21, 2014 and June 21, 2015 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.
- F4These service-based Restricted Stock Units, which provide for vesting in three equal annual installments on each of June 27, 2014, June 27, 2015 and June 27, 2016 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.
- F5These service-based Restricted Stock Units, which provide for vesting in three equal annual installments on each of June 26, 2015, June 26, 2016 and June 26, 2017 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.
- F6These performance-based units were scheduled to vest at the end of the issuer's fiscal year 2015, subject to the achievement of certain average stock price goals for fiscal year 2015. Pursuant to the terms of the applicable award agreement, the performance period was shortened to end at the effective time of the Merger and, based on performance as of the closing date of the Merger, the applicable performance goals were achieved at maximum level. In accordance with the terms of the Merger Agreement, the units 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 units and the cash amount will be paid out as soon as administratively practicable following the effective time of the Merger.
- F7These performance-based units were scheduled to vest at the end of the issuer's fiscal year 2016, subject to the achievement of certain average stock price goals in the fourth quarter of fiscal year 2016. Pursuant to the terms of the applicable award agreement, the performance period was shortened to end at the effective time of the Merger and, based on performance as of the closing date of the Merger, the applicable performance goals were achieved at maximum level. In accordance with the terms of the Merger Agreement, the units 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 units and the cash amount will be paid out as soon as administratively practicable following the effective time of the Merger.
- F8These performance-based units vest one year after the issuer's average stock price reaches certain established levels for a consecutive 125 day period prior to the end of the issuer's fiscal year 2016. The established levels were achieved prior to the effective time of the Merger and, in accordance with the terms of the Merger Agreement, the units 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 units and the cash amount will be paid out as soon as administratively practicable following the effective time of the Merger.
- F9These performance-based units were scheduled to vest at the end of the first quarter of the issuer's fiscal year 2018 (or the fiscal quarters immediately before and after) subject to the achievement of certain average stock price goals in such applicable fiscal quarters. Pursuant to the terms of the applicable award agreement, the performance period was shortened to end at the effective time of the Merger and, based on performance as of the closing date of the Merger, the applicable performance goals were achieved at maximum level. In accordance with the terms of the Merger Agreement, the units 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 units and the cash amounts will be paid out as soon as administratively practicable following the effective time of the Merger.