SEC Form 4 · accession 0001104659-15-031825
VITESSE SEMICONDUCTOR CORP · VTSS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Martin S McDermut
Officer — Chief Financial Officer
Period of report
Apr 27, 2015
Accepted (ET)
Apr 29, 2015 · 8:43 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 | 226,385 | $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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F1 | $3.33 | Apr 28, 2015 | D | 50,000 | D | — | Aug 10, 2021 | Common Stock | 50,000 | 0 | D |
| Stock Option (Right to Buy)F2 | $2.54 | Apr 28, 2015 | D | 25,000 | D | — | Dec 9, 2021 | Common Stock | 25,000 | 0 | D |
| Stock Option (Right to Buy)F3 | $2.10 | Apr 28, 2015 | D | 31,000 | D | — | Mar 7, 2023 | Common Stock | 31,000 | 0 | D |
| Stock Option (Right to Buy)F4 | $2.53 | Apr 28, 2015 | D | 65,000 | D | — | Dec 10, 2023 | Common Stock | 65,000 | 0 | D |
| Stock Option (Right to Buy)F5 | $2.53 | Apr 28, 2015 | D | 50,000 | D | — | Dec 10, 2023 | Common Stock | 50,000 | 0 | D |
| Stock Option (Right to Buy)F6 | $4.15 | Apr 28, 2015 | D | 55,000 | D | — | Feb 26, 2025 | Common Stock | 55,000 | 0 | D |
| Restricted Stock UnitF7,F8 | — | Apr 28, 2015 | D | 48,375 | D | — | — | Common Stock | 48,375 | 0 | D |
| Restricted Stock UnitF7,F9 | — | Apr 28, 2015 | D | 32,500 | D | — | — | Common Stock | 32,500 | 0 | D |
| Restricted Stock UnitF7,F10 | — | Apr 28, 2015 | D | 20,625 | D | — | — | Common Stock | 20,625 | 0 | D |
Explanation of responses
- F1In 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"), this stock option, which provided for vesting in 24 equal installments beginning on November 10, 2011, was cancelled in the merger in exchange for a cash amount equal to the number of shares underlying this option multiplied by the difference between the per share consideration of $5.28 and the per share exercise price of this option.
- F10In connection with the Merger Agreement and the termination of Mr. McDermut's employment with Vitesse Semiconductor Corporation immediately following the merger, these restricted stock units, which provided for vesting in full on March 7, 2016, became fully vested in accordance with the terms of Mr. McDermut's employment agreement. These 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 by the per share merger consideration of $5.28.
- F2In connection with the Merger Agreement, this stock option, which provided for vesting one-fourth on February 1, 2012 and thereafter in three equal annual installments beginning December 9, 2012, was cancelled in the merger in exchange for a cash amount equal to the number of shares underlying this option multiplied by the difference between the per share consideration of $5.28 and the per share exercise price of this option.
- F3In connection with the Merger Agreement and the termination of Mr. McDermut's employment with Vitesse Semiconductor Corporation immediately following the merger, this stock option, which provided for vesting in one-fourth on May 1, 2013 and thereafter in three equal annual installments beginning March 7, 2014, became vested in full in accordance with the terms of Mr. McDermut's employment agreement and was cancelled in the merger in exchange for a cash amount equal to the number of shares underlying this option multiplied by the difference between the per share consideration of $5.28 and the per share exercise price of this option.
- F4In connection with the Merger Agreement and the termination of Mr. McDermut's employment with Vitesse Semiconductor Corporation immediately following the merger, this stock option, which provided for vesting one-fourth on February 1, 2014 and thereafter in three equal annual installments beginning December 10, 2014, became vested in full in accordance with the terms of Mr. McDermut's employment agreement and was cancelled in the merger in exchange for a cash amount equal to the number of shares underlying this option multiplied by the difference between the per share consideration of $5.28 and the per share exercise price of this option.
- F5These options provided for vesting if either of the following conditions was met prior to December 10, 2018: (i) the closing price of the Company's shares of common stock equaled or exceeded twice the exercise price of $2.53 for 30 consecutive trading days; or (ii) a change in control occurred where the Company's stockholders received in consideration of their shares of common stock cash or other consideration with a value at least equal to twice the exercise price of $2.53. Based on the offer price of $5.28, this option fully vested upon consummation of the tender offer, and was cancelled in the merger in exchange for a cash amount equal to the number of shares underlying this option multiplied by the difference between the per share consideration of $5.28 and the per share exercise price of this option.
- F6In connection with the Merger Agreement and the termination of Mr. McDermut's employment with Vitesse Semiconductor Corporation immediately following the merger, this stock option, which provided for vesting one-fourth on April 1, 2015 and thereafter in three equal annual installments beginning February 26, 2016, became fully vested with respect to 41,250 shares and lapsed with respect to 13,750 shares. The vested portion of the option was cancelled in the merger in exchange for a cash amount equal to the number of shares underlying the vested portion of this option multiplied by the difference between the per share consideration of $5.28 and the per share exercise price of this option.
- F7Each restricted stock unit represents a contingent right to receive one share of Vitesse Semiconductor Corporation common stock.
- F8In connection with the Merger Agreement and the termination of Mr. McDermut's employment with Vitesse Semiconductor Corporation immediately following the merger, these restricted stock units, which provided for vesting one-third on October 7, 2015 and thereafter in two equal annual installments beginning on October 7, 2016, became fully vested with respect to 32,250 shares and lapsed with respect to 16,125 shares in accordance with the terms of Mr. McDermut's employment agreement. The vested portion of the restricted stock award was cancelled in the merger in exchange for a cash amount equal to the number of shares underlying the vested restricted stock units multiplied by the per share merger consideration of $5.28.
- F9In connection with the Merger Agreement and the termination of Mr. McDermut's employment with Vitesse Semiconductor Corporation immediately following the merger, these restricted stock units, which provided for vesting one-half on December 10, 2015 and one-half on December 10, 2016, became fully vested in accordance with the terms of Mr. McDermut's employment agreement. 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 by the per share merger consideration of $5.28.