SEC Form 4 · accession 0001340242-15-000010
INTEGRATED SILICON SOLUTION INC · ISSI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kong Yeu Han
Officer — Vice-Chairman · Director
Period of report
Dec 7, 2015
Accepted (ET)
Dec 9, 2015 · 1:24 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000854701
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Dec 7, 2015 | D | 108,762 | — | D | 0 | D | |
| Common StockF1,F2 | Dec 7, 2015 | D | 10,963 | — | D | 0 | I | by Trust (Eric) |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (right to buy)F3 | $4.34 | Dec 7, 2015 | D | 75,000 | D | — | Nov 12, 2016 | Common Stock | 75,000 | 0 | D |
| Non-Qualified Stock Option (right to buy)F3 | $7.57 | Dec 7, 2015 | D | 40,000 | D | — | Nov 29, 2017 | Common Stock | 40,000 | 0 | D |
| Non-Qualified Stock Option (right to buy)F3 | $9.14 | Dec 7, 2015 | D | 40,000 | D | — | Nov 6, 2019 | Common Stock | 40,000 | 0 | D |
| Non-Qualified Stock Option (right to buy)F3 | $9.36 | Dec 7, 2015 | D | 40,000 | D | — | Oct 28, 2018 | Common Stock | 40,000 | 0 | D |
| Restricted Stock UnitsF3 | — | Dec 7, 2015 | D | 5,000 | D | — | Nov 6, 2016 | Common Stock | 5,000 | 0 | D |
| Restricted Stock UnitsF3 | — | Dec 7, 2015 | D | 2,757 | D | — | Nov 7, 2017 | Common Stock | 2,757 | 0 | D |
| Restricted Stock UnitsF3 | — | Dec 7, 2015 | D | 15,000 | D | — | Nov 6, 2018 | Common Stock | 15,000 | 0 | D |
| Restricted Stock UnitsF3 | — | Dec 7, 2015 | D | 5,000 | D | — | Feb 11, 2021 | Common Stock | 5,000 | 0 | D |
| Stock Appreciation RightsF3 | $10.96 | Dec 7, 2015 | D | 65,000 | D | — | Nov 7, 2020 | Common Stock | 65,000 | 0 | D |
| Stock Appreciation RightsF3 | $13.54 | Dec 7, 2015 | D | 44,000 | D | — | Nov 6, 2021 | Common Stock | 44,000 | 0 | D |
Explanation of responses
- F1Pursuant to the Agreement and Plan of Merger, dated as of March 12, 2015, by and among Integrated Silicon Solution, Inc. ("ISSI") and Uphill Investment Co., as joined by Indigo Acquisition Sub, Inc. (as amended, the "Merger Agreement"), upon the closing of the merger on December 7, 2015 (the"Closing"), each outstanding share of common stock of ISSI was cancelled in exchange for the right to receive $23.00 in cash.
- F2UTMA (Fidelity account under Eric/KY Han)
- F3Pursuant to the Merger Agreement, upon the Closing, (i) each vested stock option and stock appreciation right was cancelled in exchange for a cash payment per share equal to the excess, if any, of $23.00 over the exercise or base price, as applicable; and (ii) each unvested option, restricted stock unit, and stock appreciation right was converted into the right to receive a cash payment per share equal to the excess, if any, of $23.00 over the exercise or base price, as applicable. Unvested options, restricted stock units, and stock appreciation rights, however, remain subject to the same vesting terms and conditions.