SEC Form 4 · accession 0001209191-16-134510
MULTI FINELINE ELECTRONIX INC · MFLX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas Lee
Officer — EVP Business Development
Period of report
Jul 27, 2016
Accepted (ET)
Jul 29, 2016 · 7:11 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000830916
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jul 27, 2016 | D | 38,989 | $23.95 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF2 | — | Jul 27, 2016 | D | 37,337 | D | — | — | Common Stock | 37,337 | 0 | D |
| Performance Stock UnitF3 | — | Jul 27, 2016 | D | 36,052 | D | — | — | Common Stock | 36,052 | 0 | D |
| Stock Appreciate RightF4 | $21.90 | Jul 27, 2016 | D | 2,283 | D | — | Jun 5, 2019 | Common Stock | 2,283 | 0 | D |
| Stock Appreciate RightF4 | $22.17 | Jul 27, 2016 | D | 13,001 | D | — | Nov 15, 2020 | Common Stock | 13,001 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to the Agreement and Plan of Merger ("Merger Agreement"), dated as of February 4, 2016, by and among Multi-Fineline Electronix, Inc., Suzhou Dongshan Precision Manufacturing Co., Ltd., and Dragon Electronix Merger Sub Inc., pursuant to which the outstanding shares of the issuer's common stock were converted into the right to receive the merger consideration of $23.95 per share in cash, without interest, on July 27, 2016, the effective date of the Merger (the "Effective Date").
- F2Represents restricted stock units, whether vested or unvested, that became fully vested and cancelled as of the Effective Date, pursuant to the Merger Agreement in exchange for the right to receive the merger consideration of $23.95 per share in cash, without interest and less any applicable withholding taxes.
- F3Represents performance stock units, whether vested or unvested, that became fully vested and cancelled as of the Effective Date pursuant to the Merger Agreement in exchange for the right to receive the merger consideration of $23.95 per share in cash, assuming that the applicable performance goals were achieved at 100% of the target level, without interest and less any applicable withholding taxes.
- F4Represents stock appreciation right ("SAR"), whether vested or unvested, that became fully vested and cancelled at the Effective Date in exchange for the right to receive the merger consideration in an amount determined by multiplying (x) the excess, if any, of the merger consideration of $23.95 per share, over the applicable exercise price per share of such SAR by (y) the number of shares subject to such SAR.