SEC Form 4 · accession 0001209191-16-112443
ATMEL CORP · ATML
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stephen A Skaggs
Officer — SVP & CFO
Period of report
Mar 31, 2016
Accepted (ET)
Apr 4, 2016 · 5:39 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000872448
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Mar 31, 2016 | M | 60,000 | $6.11 | A | 692,863 | D | |
| Common StockF1 | Mar 31, 2016 | F | 45,691 | $8.12 | D | 647,172 | D | |
| Common StockF2 | Apr 1, 2016 | F | 15,770 | $8.12 | D | 631,402 | D | |
| Common StockF3 | Apr 4, 2016 | D | 631,402 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F4 | $6.11 | Mar 31, 2016 | M | 60,000 | D | — | Sep 2, 2020 | Common Stock | 60,000 | 0 | D |
Explanation of responses
- F1Reflects a non-market disposition undertaken to pay exercise price and taxes for the Reporting Person in connection with the exercise of employee stock options. No shares were actually sold by the Reporting Person.
- F2Reflects a non-market disposition undertaken to pay taxes for the Reporting Person in connection with the vesting of restricted stock units. No shares were actually sold by the Reporting Person.
- F3Disposed of pursuant to merger agreement among Microchip Technology Corporation, Hero Acquisition Corporation and Atmel Corporation as follows: (a) 233,268 shares of common stock were disposed in exchange for, and converted into the right to receive, per share (i) $7.00 in cash and (ii) a fraction of a share of Microchip common stock having a market value of $1.15, calculated in accordance with the merger agreement and (b) 398,134 shares constituting Issuer time-based restricted stock units which were assumed by Microchip and were converted into the right to receive, upon vesting in accordance with time-based vesting schedules subject to earlier acceleration in accordance with the Issuer's change of control plans, such number of shares of Microchip common stock equal to (i) 398,134 multiplied by (ii) $8.15 divided by the market value of a share of Microchip common stock, calculated in accordance with the merger agreement.
- F4The option was fully vested and exercisable.