SEC Form 4 · accession 0000899243-17-002248
APPLIED MICRO CIRCUITS CORP · AMCC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paramesh Gopi
Officer — President & CEO · Director
Period of report
Jan 26, 2017
Accepted (ET)
Jan 30, 2017 · 9:22 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 | 913,261 | — | D | 210,567 | D | |
| COMMON STOCKF2 | Jan 26, 2017 | D | 2,500 | — | D | 208,067 | D | |
| COMMON STOCKF3 | Jan 26, 2017 | D | 104,034 | — | D | 104,033 | D | |
| COMMON STOCKF4 | Jan 26, 2017 | D | 104,033 | — | 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)F5 | $7.12 | Jan 26, 2017 | D | 260,000 | D | — | May 4, 2017 | Common Stock | 260,000 | 0 | D |
| STOCK OPTION (right to buy)F6 | $11.86 | Jan 26, 2017 | D | 120,000 | D | — | May 3, 2018 | Common Stock | 120,000 | 0 | D |
| PERFORMANCE UNITSF7 | — | Jan 26, 2017 | D | 131,994 | D | — | — | Common Stock | 131,994 | 131,993 | D |
| PERFORMANCE UNITSF8 | — | Jan 26, 2017 | D | 131,993 | D | — | — | Common Stock | 0 | 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.
- F3Disposed 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 RSU. Also, pursuant to the terms of the Issuer's Executive Severance Benefit Plan ("ESBP") and the Reporting Person's agreement thereunder, 50% of the Reporting Person's RSUs vested in connection with the change in control of Issuer effected by the Merger Agreement transactions.
- F4Represents the Reporting Person's remaining 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 ESBP and the Reporting Person's agreement thereunder.
- 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. 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.
- F6Disposed 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 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.
- F7Disposed of pursuant to the Merger Agreement and the Reporting Person's ESBP agreement, whereby 50% of the Reporting Person's performance-based restricted stock units in Issuer common stock ("MSUs"), calculated at target performance vesting levels pursuant to the ESBP, vested in connection with the change in control of Issuer effected by the Merger Agreement transactions and then were cancelled in exchange for the right to receive the product of the Transaction Consideration (calculated by reference to the previously identified value of $8.47 per share) multiplied by the number of shares subject to the vested MSUs.
- F8Represents the remaining 50% of the Reporting Person's 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), assuming the Reporting Person's satisfaction of all terms and conditions to receive benefits under the ESBP and the Reporting Person's agreement thereunder. All MSUs in excess of the target performance level were forfeited.