SEC Form 4 · accession 0000899243-17-002242
APPLIED MICRO CIRCUITS CORP · AMCC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Martin S McDermut
Officer — Vice President and CFO
Period of report
Jan 26, 2017
Accepted (ET)
Jan 30, 2017 · 9:17 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 | 7,615 | — | D | 72,500 | D | |
| COMMON STOCKF2 | Jan 26, 2017 | D | 2,500 | — | D | 70,000 | D | |
| COMMON STOCKF3 | Jan 26, 2017 | D | 70,000 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| PERFORMANCE UNITSF4 | — | Jan 26, 2017 | D | 60,000 | D | — | — | Common Stock | 60,000 | 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 outstanding share of Issuer Common Stock was cancelled in exchange for the right to the Transaction Consideration. Represents shares of Issuer Common Stock purchased January 25, 2017 pursuant to the Issuer's 2012 Employee Stock Purchase Plan.
- F3Represents the Reporting Person's unvested restricted stock units of Issuer Common Stock ("RSU") 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 Executive Severance Benefit Plan (the "ESBP") and the Reporting Person's agreement thereunder.
- F4Represents 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.