SEC Form 4 · accession 0001209191-15-087423

ALTERA CORP · ALTR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Jeffrey Waters

Officer — SVP & GM, Business Unit

Period of report

Dec 28, 2015

Accepted (ET)

Dec 30, 2015 · 5:33 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000768251

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Dec 28, 2015	D	3,198	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Non-Qualified Stock Option (right to buy)^F3	$39.76	Dec 28, 2015	D	8,500	D	—	—	Common Stock	8,500	D
Non-Qualified Stock Option (right to buy)^F3	$35.21	Dec 28, 2015	D	7,979	D	—	—	Common Stock	7,979	D
Restricted Stock Unit^F4,F3	$0.00	Dec 28, 2015	D	67,971	D	—	—	Common Stock	67,971	D
Performance Restricted Stock Unit^F4,F3,F5	$0.00	Dec 28, 2015	D	37,680	D	—	—	Common Stock	37,680	D
Performance Restricted Stock Unit^F4,F3,F5	$0.00	Dec 28, 2015	D	38,964	D	—	—	Common Stock	38,964	D
Performance Restricted Stock Unit^F4,F3,F5	$0.00	Dec 28, 2015	D	19,560	D	—	—	Common Stock	19,560	D

Explanation of responses

F1Includes shares acquired under the Altera Corporation 1987 Employee Stock Purchase Plan.
F2Outstanding shares of the common stock of the Issuer were converted into the right to receive $54.00 per share in cash, without interest thereon and subject to any required tax withholding (the "Merger Consideration"), in accordance with the Merger Agreement.
F3Outstanding stock options, restricted stock units ("RSUs") or performance-based restricted stock units ("PRSUs") of the Issuer were either (i) assumed by Parent and automatically converted into corresponding equity incentive awards on common stock of Parent in accordance with the Merger Agreement, or (ii) cancelled and converted into the right to receive the Merger Consideration (less the exercise price, in the case of stock options) in accordance with the Merger Agreement.
F4Each RSU and PRSU represented the contingent right to receive one share of common stock of the Issuer.
F5Includes PRSUs that were deemed fully vested and cancelled in exchange for the right to receive the Merger Consideration, in accordance with the Merger Agreement.

Remarks

This Form 4 reports securities disposed pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 31, 2015, a copy of which is filed as Exhibit 2.1 to the Issuer's Form 8-K filed with the SEC on June 1, 2015, and by which the Issuer became a wholly-owned subsidiary (the "Merger") of Intel Corporation ("Parent").