SEC Form 4 · accession 0001209191-16-092276
PMC SIERRA INC · PMCS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael J. Farese
Director
Period of report
Jan 15, 2016
Accepted (ET)
Jan 19, 2016 · 9:10 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000767920
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jan 15, 2016 | D | 80,186 | — | 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 Options (right to buy)F2 | $7.50 | Jan 15, 2016 | D | 24,000 | D | — | — | Common Stock | 24,000 | 0 | D |
| Stock Options (right to buy)F2 | $7.85 | Jan 15, 2016 | D | 24,000 | D | — | — | Common Stock | 24,000 | 0 | D |
| Stock Options (right to buy)F2 | $7.72 | Jan 15, 2016 | D | 24,000 | D | — | — | Common Stock | 24,000 | 0 | D |
| Stock Options (right to buy)F2 | $8.06 | Jan 15, 2016 | D | 24,000 | D | — | — | Common Stock | 24,000 | 0 | D |
| Stock Options (right to buy)F2 | $7.68 | Jan 15, 2016 | D | 24,000 | D | — | — | Common Stock | 24,000 | 0 | D |
| Stock Options (right to buy)F2 | $10.97 | Jan 15, 2016 | D | 40,000 | D | — | — | Common Stock | 40,000 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to the Agreement and Plan of Merger by and among Microsemi Corporation ("Microsemi"), Lois Acquisition Corp. (a wholly-owned subsidiary of Microsemi), and Issuer, dated as of November 24, 2015 (the "Merger Agreement" and, the transaction contemplated therein, the "Merger"), whereby each share of Issuer common stock was canceled and automatically converted into $9.22 in cash, without interest, and 0.0771 shares of Microsemi common stock (together, the "Per Share Amount"), with the fractional shares being paid in cash as provided in the Merger Agreement. The market value of the Per Share Amount is $11.67 per share, based on the trading price of Microsemi common stock as of end of trading on January 14, 2016.
- F2Disposed 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.