SEC Form 4 · accession 0001127602-16-064273
HUTCHINSON TECHNOLOGY INC · HTCH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Frank P Russomanno
Director
Period of report
Oct 5, 2016
Accepted (ET)
Oct 5, 2016 · 1:35 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000772897
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Oct 5, 2016 | D | 66,803 | $4.00 | 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 Option (Right to Buy)F2 | $1.53 | Oct 5, 2016 | D | 5,000 | D | — | Jan 25, 2022 | Common Stock | 5,000 | 0 | D |
| Stock Option (Right to Buy)F3 | $2.82 | Oct 5, 2016 | D | 5,000 | D | — | Jan 30, 2023 | Common Stock | 5,000 | 0 | D |
| Stock Option (Right to Buy)F4 | $3.88 | Oct 5, 2016 | D | 5,000 | D | — | Jan 30, 2024 | Common Stock | 5,000 | 0 | D |
| Stock Option (Right to Buy)F5 | $3.50 | Oct 5, 2016 | D | 10,000 | D | — | Jan 29, 2025 | Common Stock | 10,000 | 0 | D |
| Stock Option (Right to Buy)F6 | $1.76 | Oct 5, 2016 | D | 5,000 | D | — | Oct 7, 2021 | Common Stock | 5,000 | 0 | D |
Explanation of responses
- F1Price reflects per share consideration paid pursuant to the Agreement and Plan of Merger, dated November 1, 2015 (the "Merger Agreement"), by and among Hutchinson Technology Incorporated, Headway Technologies, Inc. and Hydra Merger Sub, Inc.
- F2These stock options, which provided for vesting in three equal installments beginning on the first anniversary of the date of grant, were canceled pursuant to the terms of the Merger Agreement in exchange for a cash payment of $4.00 less the per share exercise price multiplied by the number of unexercised options, without interest.
- F3These stock options, which provided for vesting in three equal installments beginning on the first anniversary of the date of grant, were canceled pursuant to the terms of the Merger Agreement in exchange for a cash payment of $4.00 less the per share exercise price multiplied by the number of unexercised options, without interest.
- F4These stock options, which provided for vesting in three equal installments beginning on the first anniversary of the date of grant, were canceled pursuant to the terms of the Merger Agreement in exchange for a cash payment of $4.00 less the per share exercise price multiplied by the number of unexercised options, without interest.
- F5These stock options, which provided for vesting in three equal installments beginning on the first anniversary of the date of grant, were canceled pursuant to the terms of the Merger Agreement in exchange for a cash payment of $4.00 less the per share exercise price multiplied by the number of unexercised options, without interest.
- F6These stock options, which provided for vesting in two equal installments beginning on the first anniversary of the date of grant, were canceled pursuant to the terms of the Merger Agreement in exchange for a cash payment of $4.00 less the per share exercise price multiplied by the number of unexercised options, without interest.