SEC Form 4 · accession 0000919574-17-000850
APPLIED MICRO CIRCUITS CORP · AMCC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christopher Zepf
Director
Period of report
Jan 26, 2017
Accepted (ET)
Jan 30, 2017 · 5:11 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 | 112,764 | — | D | 36,870 | D | |
| COMMON STOCKF2,F3 | Jan 26, 2017 | D | 11,856 | — | D | 25,014 | D | |
| COMMON STOCKF4 | Jan 26, 2017 | D | 25,014 | — | D | 0 | D | |
| COMMON STOCKF1,F5 | Jan 26, 2017 | U | 7,913,000 | — | D | 0 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
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.
- F3(Continued from Footnote 2) Pursuant to the terms of the Reporting Person's restricted stock unit agreement dated August 5, 2015, the restricted stock units subject to such agreement vested on a prorated basis in connection with the Reporting Person's termination from service to Issuer in connection with a change in control of Issuer with respect to that number of shares equal to 2,629.25 multiplied by the number of quarters since May 20, 2015 (the date Mr. Zepf's service as a director commenced), rounded down to the nearest full quarter, minus 10,517 (the number of shares already vested).
- F4Represents unvested RSUs forfeited in connection with the Reporting Person's termination from service to Issuer.
- F5The reported securities are directly owned by either Kingdom Ridge Capital Master Fund, Ltd., a corporation managed by Kingdom Ridge Capital, LLC or another private fund managed by Kingdom Ridge Capital, LLC. The reported securities may be deemed indirectly beneficially owned by Christopher Zepf as Managing Principal of Kingdom Ridge Capital, LLC. Christopher Zepf disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Zepf is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.