SEC Form 4 · accession 0001209191-18-058629
SKYWORKS SOLUTIONS, INC. · SWKS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David J Aldrich
Director
Period of report
Nov 12, 2018
Accepted (ET)
Nov 14, 2018 · 6:56 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000004127
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Nov 12, 2018 | A | 9,225 | $0.00 | A | 157,109 | D | |
| Common StockF2 | Nov 12, 2018 | F | 4,119 | $72.84 | D | 152,990 | D | |
| Common StockF3 | Nov 12, 2018 | A | 62,580 | $0.00 | A | 215,570 | D | |
| Common StockF2 | Nov 12, 2018 | F | 27,942 | $72.84 | D | 187,628 | D | |
| Common StockF4 | Nov 12, 2018 | M | 10,429 | — | A | 198,057 | D | |
| Common StockF2 | Nov 12, 2018 | F | 4,659 | $72.84 | D | 193,398 | D | |
| Common StockF4 | Nov 12, 2018 | M | 13,600 | — | A | 206,998 | D | |
| Common StockF2 | Nov 12, 2018 | F | 6,076 | $72.84 | D | 200,922 | D | |
| Common StockF5 | holding | — | — | — | 19,961 | I | By 401(k) plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF4,F6 | — | Nov 12, 2018 | M | 10,429 | D | — | — | Common Stock | 10,429 | 0 | D |
| Restricted Stock UnitsF4,F7 | — | Nov 12, 2018 | M | 13,600 | D | — | — | Common Stock | 13,600 | 0 | D |
Explanation of responses
- F1Represents 9,225 shares of common stock issued to the Reporting Person pursuant to a performance share award dated 11/9/2015. Such performance share award contained both a continued employment condition and a performance condition related to the achievement by the Issuer of certain pre-established performance metrics for fiscal year 2016. Pursuant to the Second Amended and Restated Change of Control/Severance Agreement between the Reporting Person and the Issuer, in conjunction with the Reporting Person's cessation of employment, the number of shares issued to the Reporting Person on 11/12/2018 represents that number of shares that would have been issued under the award on 11/9/2018.
- F2Transfer of stock to the Issuer of the number of common shares determined to be sufficient to satisfy tax withholding obligations related to the issuance of unrestricted stock to the Reporting Person.
- F3Represents 62,580 shares of common stock issued to the Reporting Person pursuant to a performance share award dated 11/9/2016. Such performance share award contained both a continued employment condition and a performance condition related to the achievement by the Issuer of certain pre-established performance metrics for fiscal year 2017. Pursuant to the Second Amended and Restated Change of Control/Severance Agreement between the Reporting Person and the Issuer, in conjunction with the Reporting Person's cessation of employment, the number of shares issued to the Reporting Person on 11/12/2018 represents that number of shares that would have been issued under the award on 11/9/2018 and 11/9/2019.
- F4Restricted stock units convert into shares of common stock on a one-for-one basis.
- F5This total represents the number of shares of common stock held by the Reporting Person in the Skyworks Solutions, Inc. 401(k) plan based on the latest plan statement dated 10/31/2018.
- F6The restricted stock units were originally scheduled to vest in four (4) equal installments, beginning on 11/9/2017 and ending on 11/9/2020. Pursuant to the Second Amended and Restated Change of Control/Severance Agreement between the Reporting Person and the Issuer, in conjunction with the Reporting Person's cessation of employment, the number of shares issued to the Reporting Person on 11/12/2018 represents that number of shares that would have been issued under the award on 11/9/2018, 11/9/2019, and 11/9/2020.
- F7The restricted stock units were originally scheduled to vest in four (4) equal installments, beginning on 11/7/2018 and ending on 11/7/2021. Pursuant to the Second Amended and Restated Change of Control/Severance Agreement between the Reporting Person and the Issuer, in conjunction with the Reporting Person's cessation of employment, the number of shares issued to the Reporting Person on 11/12/2018 represents that number of shares that would have been issued under the award on 11/7/2018, 11/7/2019, 11/7/2020, and 11/7/2021, in each case prorated for the number of days during which the Reporting Person performed services for the Issuer during fiscal year 2018 prior to his cessation of employment.