SEC Form 4 · accession 0001104659-15-031835
VITESSE SEMICONDUCTOR CORP · VTSS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Steven P Hanson
Director
Period of report
Apr 27, 2015
Accepted (ET)
Apr 29, 2015 · 9:24 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 | 86,420 | $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 | $22.20 | Apr 28, 2015 | D | 3,750 | D | — | Aug 16, 2017 | Common Stock | 3,750 | 0 | D |
| Stock Option (Right to Buy)F2 | $7.20 | Apr 28, 2015 | D | 2,000 | D | — | Jan 1, 2019 | Common Stock | 2,000 | 0 | D |
| Stock Option (Right to Buy)F3 | $5.00 | Apr 28, 2015 | D | 2,000 | D | — | Jan 1, 2020 | Common Stock | 2,000 | 0 | D |
| Restricted Stock UnitF4,F5 | — | Apr 28, 2015 | D | 16,500 | D | — | — | Common Stock | 16,500 | 0 | D |
Explanation of responses
- F1Pursuant to 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"), these stock options were cancelled in the merger.
- F2Pursuant to the Merger Agreement, these options, which provided for vesting in full on January 2, 2010, were assumed by Microsemi in the merger and replaced with options to purchase 304 shares of Microsemi common stock for $47.26 per share.
- F3Pursuant to the Merger Agreement, these options, which provided for vesting in full on January 2, 2011, were assumed by Microsemi in the merger and replaced with options to purchase 304 shares of Microsemi common stock for $32.82 per share.
- F4Each restricted stock unit represents a contingent right to receive one share of Vitesse Semiconductor Corporation common stock.
- F5In connection with 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.