SEC Form 4 · accession 0001354265-15-000008

INTEGRATED SILICON SOLUTION INC · ISSI

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

Reporting owner

Officer — CEO · Director

Period of report

Dec 7, 2015

Accepted (ET)

Dec 9, 2015 · 1:10 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 Stock^F1	Dec 7, 2015	D	98,914	—	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Non-Qualified Stock Option (right to buy)^F2	$7.57	Dec 7, 2015	D	60,000	D	—	Nov 29, 2017	Common Stock	60,000	D
Non-Qualified Stock Option (right to buy)^F2	$9.14	Dec 7, 2015	D	60,000	D	—	Nov 6, 2019	Common Stock	60,000	D
Non-Qualified Stock Option (right to buy)^F2	$9.36	Dec 7, 2015	D	60,000	D	—	Oct 28, 2018	Common Stock	60,000	D
Restricted Stock Units^F2	$0.00	Dec 7, 2015	D	15,000	D	—	Nov 6, 2021	Common Stock	15,000	D
Restricted Stock Units^F2	—	Dec 7, 2015	D	7,500	D	—	Nov 6, 2016	Common Stock	7,500	D
Restricted Stock Units^F2	—	Dec 7, 2015	D	3,509	D	—	Nov 7, 2017	Common Stock	3,509	D
Restricted Stock Units^F2	—	Dec 7, 2015	D	6,000	D	—	Feb 11, 2021	Common Stock	6,000	D
Stock Appreciation Rights^F2	$10.96	Dec 7, 2015	D	80,000	D	—	Nov 7, 2020	Common Stock	80,000	D
Stock Appreciation Rights^F2	$13.54	Dec 7, 2015	D	60,000	D	—	Nov 6, 2021	Common Stock	60,000	D

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.
F2Pursuant 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.