SEC Form 4 · accession 0001209191-16-092482
PMC SIERRA INC · PMCS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David M Fein
Officer — VP of Worldwide Sales
Period of report
Jan 15, 2016
Accepted (ET)
Jan 20, 2016 · 2:54 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 | 1,976 | — | 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 | $6.65 | Jan 15, 2016 | D | 54,600 | D | — | — | Common Stock | 54,600 | 0 | D |
| Stock Options (right to buy)F2 | $8.88 | Jan 15, 2016 | D | 30,000 | D | — | — | Common Stock | 30,000 | 0 | D |
| Restricted Stock UnitsF3 | — | Jan 15, 2016 | D | 49,350 | D | — | — | Common Stock | 49,350 | 0 | D |
| Performance Restricted Stock UnitsF4 | — | Jan 15, 2016 | A | 37,300 | A | — | — | Common Stock | 37,300 | 0 | D |
| Performance Restricted Stock UnitsF5 | — | Jan 15, 2016 | D | 37,300 | D | — | — | Common Stock | 37,300 | 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.
- F3This 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.
- F4Until 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.
- F5This 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.