SEC Form 4 · accession 0001209191-16-112456

ATMEL CORP · ATML

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

Reporting owner

Tsung Ching Wu

Officer — EVP Office of the President · Director

Period of report

Mar 31, 2016

Accepted (ET)

Apr 4, 2016 · 5:42 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 30, 2016	G	2,512,016	$8.09	D	4,132,886	I	By Trust with Wife
Common Stock^F1	Mar 31, 2016	M	100,000	$4.20	A	2,170,478	D
Common Stock	Mar 31, 2016	M	157,557	$4.43	A	2,328,035	D
Common Stock	Mar 31, 2016	M	257,537	$4.74	A	2,585,572	D
Common Stock	Mar 31, 2016	M	65,105	$5.73	A	2,650,677	D
Common Stock^F2	Mar 31, 2016	F	430,494	$8.12	D	2,220,183	D
Common Stock^F3	Apr 1, 2016	F	16,564	$8.12	D	2,203,619	D
Common Stock^F4	Apr 4, 2016	D	2,203,619	—	D	0	D
Common Stock^F5	Apr 4, 2016	D	128,585	—	D	0	I	By Trust for Son
Common Stock^F5	Apr 4, 2016	D	128,585	—	D	0	I	By Trust for Daughter
Common Stock^F5	Apr 4, 2016	D	4,132,886	—	D	0	I	By Trust with Wife

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (right to buy)^F6	$4.20	Mar 31, 2016	M	100,000	D	—	Aug 15, 2018	Common Stock	100,000	D
Employee Stock Option (right to buy)^F6	$4.43	Mar 31, 2016	M	157,557	D	—	Sep 15, 2019	Common Stock	157,557	D
Employee Stock Option (right to buy)^F6	$4.74	Mar 31, 2016	M	257,537	D	—	Aug 15, 2017	Common Stock	257,537	D
Employee Stock Option (right to buy)^F6	$5.73	Mar 31, 2016	M	65,105	D	—	Sep 6, 2016	Common Stock	65,105	D

Explanation of responses

F1Includes 1,244 shares acquired under the Issuer's Employee Stock Purchase Plan on April 1, 2016.
F2Reflects 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.
F3Reflects 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.
F4Disposed of pursuant to merger agreement among Microchip Technology Corporation, Hero Acquisition Corporation and Atmel Corporation as follows: (a) 1,975,102 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) 228,517 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) 228,517 multiplied by (ii) $8.15 divided by the market value of a share of Microchip common stock, calculated in accordance with the merger agreement.
F5Pursuant to merger agreement among Microchip Technology Corporation, Hero Acquisition Corporation and Atmel Corporation shares 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.
F6The option was fully vested and exercisable.