SEC Form 4 · accession 0001127602-16-064275
HUTCHINSON TECHNOLOGY INC · HTCH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard J Penn
Officer — President & CEO · Director
Period of report
Oct 5, 2016
Accepted (ET)
Oct 5, 2016 · 1:38 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 | 98,459 | $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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F2 | $27.46 | Oct 5, 2016 | D | 15,500 | D | — | Nov 30, 2015 | Common Stock | 15,500 | 0 | D |
| Employee Stock Option (Right to Buy)F3 | $23.05 | Oct 5, 2016 | D | 30,000 | D | — | Nov 29, 2016 | Common Stock | 30,000 | 0 | D |
| Employee Stock Option (Right to Buy)F4 | $26.21 | Oct 5, 2016 | D | 30,000 | D | — | Nov 28, 2017 | Common Stock | 30,000 | 0 | D |
| Employee Stock Option (Right to Buy)F5 | $3.03 | Oct 5, 2016 | D | 40,000 | D | — | Dec 3, 2018 | Common Stock | 40,000 | 0 | D |
| Employee Stock Option (Right to Buy)F6 | $7.35 | Oct 5, 2016 | D | 55,000 | D | — | Dec 2, 2019 | Common Stock | 55,000 | 0 | D |
| Employee Stock Option (Right to Buy)F7 | $3.03 | Oct 5, 2016 | D | 55,000 | D | — | Dec 1, 2020 | Common Stock | 55,000 | 0 | D |
| Employee Stock Option (Right to Buy)F8 | $1.70 | Oct 5, 2016 | D | 33,000 | D | — | Nov 29, 2021 | Common Stock | 33,000 | 0 | D |
| Employee Stock Option (Right to Buy)F9 | $2.98 | Oct 5, 2016 | D | 100,000 | D | — | Dec 3, 2023 | Common Stock | 100,000 | 0 | D |
| Employee Stock Option (Right to Buy)F10 | $3.43 | Oct 5, 2016 | D | 100,000 | D | — | Dec 2, 2024 | Common Stock | 100,000 | 0 | D |
| Employee Stock Option (Right to Buy)F11 | $1.59 | Oct 5, 2016 | D | 50,000 | D | — | Oct 11, 2022 | Common Stock | 50,000 | 0 | D |
| Employee Stock Option (Right to Buy)F12 | $1.53 | Oct 5, 2016 | D | 100,000 | D | — | Dec 4, 2022 | Common Stock | 100,000 | 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.
- F10These 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.
- F11These 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.
- F12These 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.
- F2These stock options, which provided for vesting in two equal installments beginning on the first anniversary of the date of grant, have either expired or have been canceled pursuant to the terms of the Merger Agreement.
- F3These 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.
- F4These 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.
- F5These 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.
- 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.
- F7These 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.
- F8These 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.
- F9These 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.