SEC Form 4 · accession 0000899243-17-002234

APPLIED MICRO CIRCUITS CORP · AMCC

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

Reporting owner

Paul R Gray

Director

Period of report

Jan 26, 2017

Accepted (ET)

Jan 30, 2017 · 9:08 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000711065

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
COMMON STOCK^F1	Jan 26, 2017	U	60,614	—	D	15,836	D
COMMON STOCK^F2	Jan 26, 2017	D	6,598	—	D	9,238	D
COMMON STOCK^F3	Jan 26, 2017	D	9,238	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
STOCK OPTION (right to buy)^F4	$5.58	Jan 26, 2017	D	6,250	D	—	Apr 30, 2020	Common Stock	6,250	D
STOCK OPTION (right to buy)^F4	$7.35	Jan 26, 2017	D	6,250	D	—	Apr 29, 2021	Common Stock	6,250	D
STOCK OPTION (right to buy)^F5	$11.86	Jan 26, 2017	D	6,250	D	—	May 3, 2018	Common Stock	6,250	D
STOCK OPTION (right to buy)^F5	$10.10	Jan 26, 2017	D	6,250	D	—	May 2, 2019	Common Stock	6,250	D

Explanation of responses

F1Tendered into and disposed of upon the closing of the exchange offer initiated by Montana Merger Sub I, Inc. ("Purchaser") pursuant to the Agreement and Plan of Merger and Reorganization by and among MACOM Technology Solutions Holdings, Inc. ("MACOM"), Purchaser (a wholly owned subsidiary of MACOM), MACOM Connectivity Solutions, LLC (f/k/a Montana Merger Sub II, LLC), and Issuer, dated as of November 21, 2016 (the "Merger Agreement"), whereby Purchaser offered to exchange for each outstanding share of common stock of the Issuer ("Issuer Common Stock") the following- (a) $3.25 in cash and (b) 0.1089 shares of MACOM common stock, plus cash in lieu of any fractional shares of MACOM common stock, in each case, without interest, and less any applicable withholding taxes (cumulatively, the "Transaction Consideration"). The market value of the Transaction Consideration is $8.47 per share, based on the trading price of MACOM common stock as of end of trading on January 25, 2017.
F2Disposed of pursuant to the Merger Agreement, whereby each vested restricted stock unit in Issuer Common Stock ("RSU") was cancelled in exchange for the right to receive the product of the Transaction Consideration multiplied by the number of shares subject to the vested stock unit. Pursuant to the terms of the Reporting Person's restricted stock unit agreement dated August 2, 2016, the restricted stock units subject to such agreement vested on a prorated basis, with respect to 5/12 of the total units, in connection with the Reporting Person's termination from service to Issuer in connection with a change in control of Issuer.
F3Represents unvested RSUs forfeited in connection with the Reporting Person's termination from service to Issuer.
F4Disposed of pursuant to the Merger Agreement, whereby each vested option to acquire Issuer Common Stock with an exercise price less than the Transaction Consideration was cancelled in exchange for the right to receive the product of the Transaction Consideration multiplied by the number of shares issuable upon a cashless net exercise of the option, calculated as the excess of (i) the number of shares of Issuer Common Stock subject to such option over (ii) the number of whole and partial (computed to the nearest four decimal places) shares of Issuer Common Stock with a Fair Market Value equal to the aggregate exercise price of such option.
F5Disposed of pursuant to the Merger Agreement, whereby each vested option to acquire Issuer Common Stock with an exercise price equal to or in excess of the Transaction Consideration was automatically converted into a corresponding option to acquire that number of shares of MACOM common stock equal to the number of shares of Issuer Common Stock subject to the option multiplied by 0.1751 (the "Exchange Ratio") at an exercise price equal to the exercise price of the option per share of Issuer Common Stock divided by the Exchange Ratio.