SEC Form 4 · accession 0000899243-17-002235
APPLIED MICRO CIRCUITS CORP · AMCC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert F. Sproull
Director
Period of report
Jan 26, 2017
Accepted (ET)
Jan 30, 2017 · 9:09 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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| COMMON STOCKF1 | Jan 26, 2017 | U | 73,614 | — | D | 15,836 | D | |
| COMMON STOCKF2 | Jan 26, 2017 | D | 6,598 | — | D | 9,238 | D | |
| COMMON STOCKF3 | 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 | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| STOCK OPTION (right to buy)F4 | $5.58 | Jan 26, 2017 | D | 6,250 | D | — | Apr 30, 2020 | Common Stock | 6,250 | 0 | D |
| STOCK OPTION (right to buy)F4 | $7.35 | Jan 26, 2017 | D | 6,250 | D | — | Apr 29, 2021 | Common Stock | 6,250 | 0 | 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.