SEC Form 4 · accession 0001209191-18-053782

Xcerra Corp · XCRA

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

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 7, 2018, by and among the Issuer, Cohu, Inc. ("Cohu"), and Xavier Acquisition Corporation, in exchange for $1,494,000 in cash, 35,009 shares of Cohu, Inc. common stock having a market value of $25.20 per share on the effective date of the merger and cash in lieu of any fractional share interest.
• F2Pursuant to the terms of the Merger Agreement, on October 1, 2018, each outstanding and unvested Issuer restricted stock unit was assumed by Cohu and converted into a Cohu restricted stock unit award representing that number of whole shares of Cohu common stock equal to the product of (a) the number of shares of Issuer common stock represented by such restricted stock unit immediately prior to the effective time of the merger multiplied by (b) (i) the sum of (A) the stock consideration payable in the merger plus (B) the quotient of (1) $9.00 divided by (2) the volume weighted average of the trading prices of Cohu common stock on each of the three consecutive trading days ending on the trading day that is one trading day prior to the closing date of the merger, rounded to the nearest one thousandth, with the result rounded down to the nearest whole number of shares of Cohu common stock.