SEC Form 4 · accession 0001104659-15-031837
VITESSE SEMICONDUCTOR CORP · VTSS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James H Hugar
Director
Period of report
Apr 27, 2015
Accepted (ET)
Apr 29, 2015 · 9:26 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 | 101,956 | $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 | $4.10 | Apr 28, 2015 | D | 3,750 | D | — | Oct 30, 2019 | Common Stock | 3,750 | 0 | D |
| Stock Option (Right to Buy)F2 | $5.00 | Apr 28, 2015 | D | 2,000 | D | — | Jan 1, 2020 | Common Stock | 2,000 | 0 | D |
| Restricted Stock UnitF3,F4 | — | 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, which provided for vesting in full on October 31, 2010, were 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.
- F2Pursuant to the Merger Agreement, these options, which provided for vesting in full on January 2, 2011, were 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.
- F3Each restricted stock unit represents a contingent right to receive one share of Vitesse Semiconductor Corporation common stock.
- F4In 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.