SEC Form 4 · accession 0000899243-17-002240

APPLIED MICRO CIRCUITS CORP · AMCC

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

Reporting owner

Michael Major

Officer — VP, Corporate Marketing & HR

Period of report

Jan 26, 2017

Accepted (ET)

Jan 30, 2017 · 9:15 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	138,077	—	D	171,776	D
COMMON STOCK^F2	Jan 26, 2017	D	1,500	—	D	170,276	D
COMMON STOCK^F3	Jan 26, 2017	D	170,276	—	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	$11.86	Jan 26, 2017	D	27,600	D	—	May 3, 2018	Common Stock	27,600	0	D
PERFORMANCE UNITS^F5	—	Jan 26, 2017	D	17,500	D	—	—	Common Stock	17,500	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), 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 of 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 RSU. Pursuant to the terms of the Issuer's 2011 Equity Incentive Plan, the Reporting Person's RSU award granted May 15, 2013 became 100% vested upon the change in control of the Issuer effected by the Merger Agreement transactions.
F3Represents the Reporting Person's unvested RSUs disposed of in exchange for the contingent right to receive the cash value thereof (calculated by reference to the Transaction Consideration value of $8.47 per share) assuming the Reporting Person's satisfaction of all terms and conditions to receive benefits under the Executive Severance Benefit Plan (the "ESBP") and the Reporting Person's agreement thereunder.
F4Disposed 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. The Exchange Ratio was calculated as the quotient of $8.40 over $47.97, the respective trading prices of Issuer Common Stock and MACOM common stock as of the end of trading on January 25, 2017.
F5Represents the Reporting Person's unvested performance-based restricted stock units in Issuer common stock ("MSUs"), calculated at target performance levels pursuant to the ESBP, disposed of in exchange for the contingent right to receive the cash value thereof (calculated by reference to the Transaction Consideration value of $8.47 per share) subject to the terms and conditions of the ESBP and the Reporting Person's agreement thereunder. All MSUs in excess of the target performance level were forfeited.