SEC Form 4 · accession 0001209191-16-092269
PMC SIERRA INC · PMCS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gregory S Lang
Officer — President and CEO · Director
Period of report
Jan 15, 2016
Accepted (ET)
Jan 19, 2016 · 9:07 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000767920
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (right to buy)F1 | $6.65 | Jan 15, 2016 | D | 284,392 | D | — | — | Common Stock | 284,392 | 0 | D |
| Stock Options (right to buy)F1 | $6.87 | Jan 15, 2016 | D | 143,369 | D | — | — | Common Stock | 143,369 | 0 | D |
| Stock Options (right to buy)F1 | $6.53 | Jan 15, 2016 | D | 175,000 | D | — | — | Common Stock | 175,000 | 0 | D |
| Stock Options (right to buy)F1 | $5.71 | Jan 15, 2016 | D | 122,625 | D | — | — | Common Stock | 122,625 | 0 | D |
| Stock Options (right to buy)F1 | $7.22 | Jan 15, 2016 | D | 178,383 | D | — | — | Common Stock | 178,383 | 0 | D |
| Stock Options (right to buy)F1 | $8.06 | Jan 15, 2016 | D | 800,000 | D | — | — | Common Stock | 800,000 | 0 | D |
| Restricted Stock UnitsF2 | — | Jan 15, 2016 | D | 207,733 | D | — | — | Common Stock | 207,733 | 0 | D |
| Performance Restricted Stock UnitsF3 | — | Jan 15, 2016 | A | 320,309 | A | — | — | Common Stock | 320,309 | 0 | D |
| Performance Restricted Stock UnitsF4 | — | Jan 15, 2016 | D | 363,659 | D | — | — | Common Stock | 363,659 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to the Merger Agreement and the Merger, whereby each Issuer stock option was cancelled and automatically converted into a combination of cash and Microsemi common stock that together equal the positive difference, if any, between the dollar value of the Per Share Amount and the exercise price applicable to the Issuer stock option, multiplied by the number of shares of Issuer common stock for which the Issuer stock option was exercisable, less any amount required to be withheld.
- F2This Restricted Stock Unit award (the "RSU") was assumed and converted in the Merger into that number of Microsemi restricted stock units of Microsemi common stock, rounded down to the nearest whole share ("Converted RSUs"), equal to the product of (x) the number of shares of Issuer common stock subject to such Issuer RSU and (y) the sum of (A) 0.0771 and (B) the quotient obtained by dividing (i) $9.22 by (ii) the volume weighted average trading price of Microsemi common stock on Nasdaq for the five (5) consecutive trading days ending on January 14, 2016 (the sum, the "Equity Conversion Ratio," calculated to equal 0.3734). Any Converted RSU is subject to the same terms and conditions as were applicable under such Issuer RSU. Each Converted RSU that vests after the effective time of the Merger will be settled in shares of Microsemi common stock, unless settled by a cash payment equal to the value of such shares, as provided in the Merger Agreement.
- F3Until the Merger, the Reporting Person's right to this Performance Restricted Stock Unit award (the "PRSU") remained subject to the satisfaction of certain performance criteria.
- F4This PRSU was assumed and converted in the Merger into a number of restricted stock units of Microsemi common stock, rounded down to the nearest whole share ("Converted PRSUs"), equal to the product of (x) the number of shares of Issuer common stock subject to such Issuer PRSU, assuming achievement of target-level performance with respect to each performance period, performance cycle or measurement cycle applicable to such Issuer PRSU and (y) the Equity Conversion Ratio (calculated to equal 0.3734). Each Converted PRSU that vests after the effective time of the Merger will be settled in shares of Microsemi common stock, unless settled by a cash payment equal to the value of such shares, as provided in the Merger Agreement.