SEC Form 4 · accession 0001104659-15-031823
VITESSE SEMICONDUCTOR CORP · VTSS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scot B Jarvis
Director
Period of report
Apr 27, 2015
Accepted (ET)
Apr 29, 2015 · 8:42 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000880446
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Apr 27, 2015 | U | 98,088 | $5.28 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF1,F2 | — | Apr 28, 2015 | D | 16,500 | D | — | — | Common Stock | 16,500 | 0 | D |
| Restricted Stock UnitF1,F2 | — | Apr 28, 2015 | D | 11,695 | D | — | — | Common Stock | 11,695 | 0 | D |
Explanation of responses
- F1Each restricted stock unit represents a contingent right to receive one share of Vitesse Semiconductor Corporation common stock.
- F2In connection with the Agreement and Plan of Merger, dated March 17, 2015, by and among Vitesse Semiconductor Corporation, Microsemi Corporation and LLIU100 Acquisition Corp. (the "Merger Agreement"), the Compensation Committee of the Company's Board of Directors accelerated the vesting of these restricted stock units in full, and the restricted stock units were cancelled in the merger in exchange for a cash amount equal to the number of shares underlying the restricted stock units multiplied by the per share merger consideration of $5.28.