SEC Form 4 · accession 0000791907-17-000028
LINEAR TECHNOLOGY CORP /CA/ · LLTC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Steve Pietkiewicz
Officer — VP & GM Power Business Unit
Period of report
Mar 10, 2017
Accepted (ET)
Mar 10, 2017 · 7:10 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000791907
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Mar 10, 2017 | D | 107,414 | — | D | 0 | D | |
| Common StockF1 | Mar 10, 2017 | D | 21,344 | — | D | 0 | I | By Trust |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Pursuant to Agreement and Plan of Merger, dated July 26, 2016 (the "Merger Agreement"), Analog Devices, Inc. ("Analog Devices") acquired Linear Technology Corporation ("Linear") in a merger transaction (the "Merger") which became effective on March 10, 2017. At the effective time of the merger, each share of Linear common stock converted into the right to receive, without interest, (a) $46.00 in cash and (b) 0.2321 of an ordinary share of Analog Devices ("Merger Consideration").
- F241,100 of these securities were restricted shares of Linear common stock subject to outstanding awards that were granted on or prior to July 22, 2016. In accordance with the Merger Agreement, these awards were converted into awards representing the right to receive the Merger Consideration, with the converted awards subject to vesting over the original vesting schedule of the Linear awards.
- F330,000 of these securities were restricted shares of Linear common stock subject to outstanding awards that were granted after July 22, 2016. In accordance with the Merger Agreement, these awards were converted into Analog Devices restricted share awards representing the right to receive 0.9947 shares of Analog Devices common stock in respect to each share of Linear Common Stock underlying the awards, with the converted awards subject to vesting over the original vesting schedule of the Linear awards.
Remarks
This Form 4 reports securities disposed pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 26, 2016, a copy of which is filed as Exhibit 2.1 to the Issuer's Form 8-K filed with the SEC on July 29, 2016.