SEC Form 4 · accession 0001140361-15-000291
RF MICRO DEVICES INC · RFMD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert A Bruggeworth
Officer — President · Director
Period of report
Jan 1, 2015
Accepted (ET)
Jan 5, 2015 · 1:33 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000911160
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jan 1, 2015 | D | 1,016,523 | $0.00 | 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)F2 | $5.97 | Jan 1, 2015 | D | 250,000 | D | — | Aug 9, 2015 | Common Stock | 250,000 | 0 | D |
| Stock option (right to buy)F2 | $6.15 | Jan 1, 2015 | D | 370,000 | D | — | Aug 1, 2016 | Common Stock | 370,000 | 0 | D |
| Stock option (right to buy)F2 | $6.31 | Jan 1, 2015 | D | 222,717 | D | — | Aug 9, 2017 | Common Stock | 222,717 | 0 | D |
Explanation of responses
- F1Pursuant to the merger agreement dated February 22, 2014, as amended on July 15, 2014, by and among RF Micro Devices, Inc. ("RFMD"), TriQuint Semiconductor, Inc., and Qorvo, Inc. ("Qorvo"), upon the closing of the merger on January 1, 2015, each share of RFMD common stock was converted into 0.25 shares of common stock of Qorvo. Also pursuant to the merger agreement, upon the closing of the merger on January 1, 2015, all RFMD equity awards were assumed by Qorvo, with such equity awards to be exercisable for or able to be settled in shares of Qorvo common stock based on the exchange ratio of 0.25.
- F2The option vested and became exercisable in four equal annual installments beginning on the first anniversary of the grant date.