SEC Form 4 · accession 0001209191-15-026727

· CY

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

Reporting owner

John H Kispert

Director

Period of report

Mar 12, 2015

Accepted (ET)

Mar 16, 2015 · 9:31 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000791915

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Mar 12, 2015	A	614,537	—	A	614,537	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,F6	$4.28	Mar 12, 2015	A	1,972,002	A	Mar 12, 2015	May 9, 2017	Common Stock	1,972,002	1,972,002	D
Stock Option (Right to Buy)^F3,F6	$8.10	Mar 12, 2015	A	1,289,925	A	Mar 12, 2015	Jan 30, 2018	Common Stock	1,289,925	1,289,925	D
Stock Option (Right to Buy)^F4,F6	$4.69	Mar 12, 2015	A	429,975	A	Mar 12, 2015	Jan 30, 2020	Common Stock	429,975	429,975	D
Stock Option (Right to Buy)^F5,F6	$4.09	Mar 12, 2015	A	1,719,900	A	Mar 12, 2015	Jan 30, 2019	Common Stock	1,719,900	1,719,900	D
Restricted Stock Units^F7,F9	—	Mar 12, 2015	A	66,339	A	—	—	Common Stock	66,339	66,339	D
Restricted Stock Units^F8,F9	—	Mar 12, 2015	A	229,319	A	—	—	Common Stock	229,319	229,319	D
Performance Stock Units^F10,F13	—	Mar 12, 2015	A	197,788	A	—	—	Common Stock	197,788	197,788	D
Performance Stock Units^F11,F13	—	Mar 12, 2015	A	515,970	A	—	—	Common Stock	515,970	515,970	D
Performance Stock Units^F12,F13	—	Mar 12, 2015	A	124,385	A	—	—	Common Stock	124,385	124,385	D
Restricted Stock Units^F14,F15	—	Mar 12, 2015	A	11,160	A	—	—	Common Stock	11,160	11,160	D
Restricted Stock Units^F14,F16	—	Mar 12, 2015	A	1,956	A	—	—	Common Stock	1,956	1,956	D

Explanation of responses

F1Received in exchange for 250,117 shares of Spansion Inc. ("Spansion") common stock pursuant to the Agreement and Plan of Merger and Reorganization dated as of December 1, 2014 (the "Merger Agreement" and, the transactions contemplated therein, the "Merger"), by and among the Issuer, Mustang Acquisition Corporation (a wholly owned subsidiary of the Issuer) and Spansion, whereby each share of Spansion common stock was canceled and automatically converted into 2.457 shares of Issuer common stock (the "Exchange Ratio"), with fractional shares being paid in cash as provided in the Merger Agreement. The market value of Issuer common stock received pursuant to the Merger Agreement is $15.68 per share, based on the trading price of Issuer common stock on March 12, 2015.
F10Received in the Merger in exchange for a performance stock unit award (the "PSU") representing a contingent right to receive 80,500 shares of Spansion common stock. The number of shares subject to this PSU was adjusted to reflect the Exchange Ratio, as provided in the Merger Agreement.
F11Received in the Merger in exchange for a PSU representing a contingent right to receive 210,000 shares of Spansion common stock. The number of shares subject to this PSU was adjusted to reflect the Exchange Ratio, as provided in the Merger Agreement. This PSU was accelerated at 150% of target.
F12Received in the Merger in exchange for a PSU representing a contingent right to receive 50,625 shares of Spansion common stock. The number of shares subject to this PSU was adjusted to reflect the Exchange Ratio, as provided in the Merger Agreement.
F13This PSU represents a contingent right to receive Issuer common stock on a one-for-one basis. This PSU is fully vested, being subject to the same terms and conditions as were applicable to the Spansion PSU from which it converted.
F14Received upon initial appointment to the Issuer's board of directors (the "Initial Equity Grant").
F15This Initial Equity Grant represents a contingent right to receive Issuer common stock on a one-for-one basis and vests in 3 equal annual installments beginning March 12, 2016.
F16This Initial Equity Grant represents a contingent right to receive Issuer common stock on a one-for-one basis and is 100% vested on the day before the next annual stockholders meeting.
F2Received in the Merger in exchange for a stock option to purchase 802,606 shares of Spansion common stock at the exercise price of $10.51 per share.
F3Received in the Merger in exchange for a stock option to purchase 525,000 shares of Spansion common stock at the exercise price of $19.88 per share.
F4Received in the Merger in exchange for a stock option to purchase 175,000 shares of Spansion common stock at the exercise price of $11.50 per share.
F5Received in the Merger in exchange for a stock option to purchase 700,000 shares of Spansion common stock at the exercise price of $10.03 per share.
F6The number of shares underlying this option and the exercise price thereof were adjusted to reflect the Exchange Ratio, as provided in the Merger Agreement. This option is subject to the same terms and conditions as were applicable to the Spansion stock option from which it converted.
F7Received in the Merger in exchange for a restricted stock unit award (the "RSU") representing a contingent right to receive 27,000 shares of Spansion common stock. The number of shares subject to this RSU was adjusted to reflect the Exchange Ratio, as provided in the Merger Agreement.
F8Received in the Merger in exchange for a RSU representing a contingent right to receive 93,333 shares of Spansion common stock. The number of shares subject to this RSU was adjusted to reflect the Exchange Ratio, as provided in the Merger Agreement.
F9This RSU represents a contingent right to receive Issuer common stock on a one-for-one basis. This RSU is fully vested, being subject to the same terms and conditions as were applicable to the Spansion RSU from which it converted.