SEC Form 4 · accession 0001415889-15-002225
INTEGRATED SILICON SOLUTION INC · ISSI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Mark R Mitchell
10% Owner · Other
Jeffrey C Smith
10% Owner · Other
Peter A Feld
10% Owner · Other
Period of report
Jun 25, 2015
Accepted (ET)
Jun 29, 2015 · 9:17 pm EDT
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, $0.0001 Par ValueF1,F2,F3 | Jun 25, 2015 | S | 173,977 | $22.1857 | D | 1,983,003 | I | By Starboard Value and Opportunity Master Fund Ltd |
| Common Stock, $0.0001 Par ValueF1,F2,F3 | Jun 25, 2015 | S | 60,434 | $22.2444 | D | 1,922,569 | I | By Starboard Value and Opportunity Master Fund Ltd |
| Common Stock, $0.0001 Par ValueF1,F2,F3 | Jun 25, 2015 | S | 120,869 | $22.25 | D | 1,801,700 | I | By Starboard Value and Opportunity Master Fund Ltd |
| Common Stock, $0.0001 Par ValueF1,F2,F3 | Jun 25, 2015 | S | 90,651 | $22.16 | D | 1,711,049 | I | By Starboard Value and Opportunity Master Fund Ltd |
| Common Stock, $0.0001 Par ValueF1,F2,F3 | Jun 25, 2015 | S | 438,147 | $22.2533 | D | 1,272,902 | I | By Starboard Value and Opportunity Master Fund Ltd |
| Common Stock, $0.0001 Par ValueF1,F2,F4 | Jun 25, 2015 | S | 38,504 | $22.1857 | D | 438,877 | I | By Starboard Value and Opportunity S LLC |
| Common Stock, $0.0001 Par ValueF1,F2,F4 | Jun 25, 2015 | S | 13,375 | $22.2444 | D | 425,502 | I | By Starboard Value and Opportunity S LLC |
| Common Stock, $0.0001 Par ValueF1,F2,F4 | Jun 25, 2015 | S | 26,750 | $22.25 | D | 398,752 | I | By Starboard Value and Opportunity S LLC |
| Common Stock, $0.0001 Par ValueF1,F2,F4 | Jun 25, 2015 | S | 20,063 | $22.16 | D | 378,689 | I | By Starboard Value and Opportunity S LLC |
| Common Stock, $0.0001 Par ValueF1,F2,F4 | Jun 25, 2015 | S | 96,970 | $22.2533 | D | 281,719 | I | By Starboard Value and Opportunity S LLC |
| Common Stock, $0.0001 Par ValueF1,F2,F5 | Jun 25, 2015 | S | 21,052 | $22.1857 | D | 239,949 | I | By Starboard Value and Opportunity C LP |
| Common Stock, $0.0001 Par ValueF1,F2,F5 | Jun 25, 2015 | S | 7,313 | $22.2444 | D | 232,636 | I | By Starboard Value and Opportunity C LP |
| Common Stock, $0.0001 Par ValueF1,F2,F5 | Jun 25, 2015 | S | 14,625 | $22.25 | D | 218,011 | I | By Starboard Value and Opportunity C LP |
| Common Stock, $0.0001 Par ValueF1,F2,F5 | Jun 25, 2015 | S | 10,969 | $22.16 | D | 207,042 | I | By Starboard Value and Opportunity C LP |
| Common Stock, $0.0001 Par ValueF1,F2,F5 | Jun 25, 2015 | S | 53,017 | $22.2533 | D | 154,025 | I | By Starboard Value and Opportunity C LP |
| Common Stock, $0.0001 Par ValueF1,F2,F6 | Jun 25, 2015 | S | 54,346 | $22.1857 | D | 619,442 | I | By Managed Account of Starboard Value LP |
| Common Stock, $0.0001 Par ValueF1,F2,F6 | Jun 25, 2015 | S | 18,878 | $22.2444 | D | 600,564 | I | By Managed Account of Starboard Value LP |
| Common Stock, $0.0001 Par ValueF1,F2,F6 | Jun 25, 2015 | S | 37,756 | $22.25 | D | 562,808 | I | By Managed Account of Starboard Value LP |
| Common Stock, $0.0001 Par ValueF1,F2,F6 | Jun 25, 2015 | S | 28,317 | $22.16 | D | 534,491 | I | By Managed Account of Starboard Value LP |
| Common Stock, $0.0001 Par ValueF1,F2,F6 | Jun 25, 2015 | S | 136,866 | $22.2533 | D | 397,625 | I | By Managed Account of Starboard Value LP |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This Form 4 is filed jointly by Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund"), Starboard Value and Opportunity S LLC ("Starboard S LLC"), Starboard Value and Opportunity C LP ("Starboard C LP"), Starboard Value LP ("Starboard Value LP"), Starboard Value GP LLC ("Starboard Value GP"), Starboard Principal Co LP ("Principal Co"), Starboard Principal Co GP LLC ("Principal GP"), Starboard Value R LP ("Starboard R LP"), Starboard Value R GP LLC ("Starboard R GP"), Jeffrey C. Smith, Mark R. Mitchell, and Peter A. Feld (collectively, the "Reporting Persons"). As of June 25, 2015, the Reporting Persons ceased to own in the aggregate more than 10% of the Issuer's outstanding shares of Common Stock.
- F2To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. Each Reporting Person, as a member of a "group" with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose.
- F3Shares of Common Stock beneficially owned by Starboard V&O Fund. Starboard Value LP, as the investment manager of Starboard V&O Fund, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Starboard V&O Fund. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith, Mitchell and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Starboard V&O Fund.
- F4Shares of Common Stock beneficially owned by Starboard S LLC. Starboard Value LP, as the manager of Starboard S LLC, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Starboard S LLC. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith, Mitchell and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Starboard S LLC.
- F5Shares of Common Stock beneficially owned by Starboard C LP. Each of Starboard R LP, as the general partner of Starboard C LP, and Starboard R GP, as the general partner of Starboard R LP, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Starboard C LP. Starboard Value LP, as the investment manager of Starboard C LP, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Starboard C LP. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith, Mitchell and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Starboard C LP.
- F6Shares held in an account managed by Starboard Value LP. Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member ofStarboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith, Mitchell and Feld, as members of Principal GP and as membersof each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial ownerof the shares of Common Stock beneficially owned by Starboard Value LP.