SEC Form 4 · accession 0001209191-16-135355

· CY

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

Reporting owner

Officer — EVP, Manufacturing

Period of report

Aug 1, 2016

Accepted (ET)

Aug 3, 2016 · 8:58 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	Aug 1, 2016	M	2,764	$0.00	A	114,675	D
Common Stock^F2	Aug 2, 2016	F	1,484	$11.34	D	113,191	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F1,F3,F4	$0.00	Aug 1, 2016	M	2,764	D	Apr 30, 2015	Aug 1, 2016	Common Stock	2,764	0	D

F1The number of shares underlying this grant of Restricted Stock Units ("RSUs") was adjusted as provided in 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 Inc., whereby each share of Spansion common stock was cancelled 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. This RSU grant is subject to the same terms and conditions as were applicable to the Spansion RSU grant from which it converted.
F2The Reporting Person forfeited that number of shares of Common Stock underlying the RSUs held by the Reporting Person that vested and settled and were necessary to satisfy the income, employment or social tax withholding and remittance obligations of the Reporting Person or the Issuer in connection with the vesting of the RSUs.
F3Represents a contingent right to receive Issuer common stock on a one-for-one basis.
F4This RSU grant is fully vested.