SEC Form 4 · accession 0001127602-15-000142
TRIQUINT SEMICONDUCTOR INC · TQNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ralph Quinsey
Officer — PRESIDENT AND CEO · Director
Period of report
Jan 1, 2015
Accepted (ET)
Jan 2, 2015 · 3:16 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000913885
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Dec 2, 2014 | G | 8,300 | $0.00 | D | 153,206 | D | |
| Common Stock | Jan 1, 2015 | A | 87,994 | $0.00 | A | 241,200 | D | |
| Common StockF1 | Jan 1, 2015 | D | 241,200 | — | 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 | $5.94 | Jan 1, 2015 | A | 125,000 | A | Jan 1, 2015 | Apr 9, 2022 | Common Stock | 125,000 | 125,000 | D |
| Stock Option (Right to Buy)F1,F3 | $12.56 | Jan 1, 2015 | D | 250,000 | D | Jul 1, 2013 | Apr 1, 2021 | Common Stock | 250,000 | 0 | D |
| Incentive Stock Option (Right to Buy)F1,F4 | $4.38 | Jan 1, 2015 | D | 18,750 | D | Mar 1, 2008 | Aug 23, 2016 | Common Stock | 18,750 | 0 | D |
| Incentive Stock Option (Right to Buy)F1,F5 | $4.38 | Jan 1, 2015 | D | 33,162 | D | Sep 1, 2008 | Aug 23, 2016 | Common Stock | 33,162 | 0 | D |
| Incentive Stock Option (Right to Buy)F1 | $5.18 | Jan 1, 2015 | D | 14,020 | D | Mar 1, 2010 | Apr 27, 2017 | Common Stock | 14,020 | 0 | D |
| Non-qualified Stock Option (Right to Buy)F1,F6 | $5.18 | Jan 1, 2015 | D | 298,480 | D | Sep 1, 2007 | Apr 27, 2017 | Common Stock | 298,480 | 0 | D |
| Stock Option (Right to Buy)F1,F3 | $5.94 | Jan 1, 2015 | D | 125,000 | D | Jul 9, 2014 | Apr 9, 2022 | Common Stock | 125,000 | 0 | D |
| Stock Option (Right to Buy)F1,F7 | $6.52 | Jan 1, 2015 | D | 120,000 | D | Sep 1, 2008 | May 21, 2018 | Common Stock | 120,000 | 0 | D |
| Stock Option (Right to Buy)F1,F7 | $2.15 | Jan 1, 2015 | D | 120,000 | D | Sep 1, 2009 | Mar 2, 2019 | Common Stock | 120,000 | 0 | D |
| Stock Option (Right to Buy)F1,F8 | $6.52 | Jan 1, 2015 | D | 200,000 | D | Sep 1, 2010 | May 21, 2018 | Common Stock | 200,000 | 0 | D |
| Stock Option (Right to Buy)F1,F8 | $2.15 | Jan 1, 2015 | D | 240,000 | D | Sep 1, 2011 | Mar 2, 2019 | Common Stock | 240,000 | 0 | D |
| Stock Option (Right to Buy)F1 | $7.07 | Jan 1, 2015 | D | 150,000 | D | Jul 1, 2010 | Apr 1, 2020 | Common Stock | 150,000 | 0 | D |
| Stock Option (Right to Buy)F1,F3 | $7.07 | Jan 1, 2015 | D | 350,000 | D | Jul 1, 2012 | Apr 1, 2020 | Common Stock | 350,000 | 0 | D |
| Stock Option (Right to Buy)F1 | $5.94 | Jan 1, 2015 | D | 125,000 | D | Jan 1, 2015 | Apr 9, 2022 | Common Stock | 125,000 | 0 | D |
| Stock Option (Right to Buy)F1,F3 | $4.85 | Jan 1, 2015 | D | 84,833 | D | Jul 5, 2015 | Apr 5, 2023 | Common Stock | 84,833 | 0 | D |
| Stock Option (Right to Buy)F1,F3 | $7.01 | Jan 1, 2015 | D | 59,081 | D | Jul 5, 2015 | Jun 7, 2023 | Common Stock | 59,081 | 0 | D |
| Stock Option (Right to Buy)F1,F3 | $13.01 | Jan 1, 2015 | D | 12,182 | D | Jul 7, 2016 | Apr 7, 2021 | Common Stock | 12,182 | 50,818 | D |
Explanation of responses
- F1Disposed of pursuant to merger agreement between TriQuint Semiconductor, Inc. and RF Micro Devices, Inc., in exchange for an equivalent award of Qorvo, Inc., with the number of shares of Qorvo common stock determined by the multiplying the number of TriQuint shares of common stock by 0.4187 (the TriQuint exchange ratio provided by the merger agreement) and rounding down to the nearest whole share. Solely for the purpose of this filing, the estimated market value per share of Qorvo common stock on January 1, 2015 was $66.36 (the closing sales prices of the common stock of RF Micro Devices as reported on the NASDAQ Stock Market on December 31, 2014, divided by the RF Micro Devices exchange ratio of 0.2500 set forth in the merger agreement). The per share exercise price for Qorvo stock options acquired in exchange for the disposition of the TriQuint stock options pursuant to the merger agreement is calculated by dividing the per share exercise price of the TriQuint stock option by 0.4187 (the TriQuint exchange ratio provided by the merger agreement), and rounding up to the nearest whole cent.
- F2On April 9, 2012, the reporting person was granted an option to purchase 125,000 shares of common stock with both performance and time-based vesting, which vested in full on January 1, 2015, upon the effectiveness of the merger pursuant to merger agreement between TriQuint Semiconductor, Inc. and RF Micro Devices, Inc.."
- F3Options vest in four quarterly installments starting on this date.
- F4Option vests in 3125 shares March 1, 2008, 3125 shares June 1, 2008, 3125 shares September 1, 2008, 3125 shares March 1, 2009, 3125 shares March 1, 2010, and 3125 shares June 1, 2010.
- F5Option vests 13,456 shares September 1, 2008 and 19,706 shares March 1, 2009.
- F6Option vests 9,375 shares on 9/1/07, 12/1/07, 3/1/08 and 6/1/08; 21,875 shares on 9/1/08, 12/1/08, 3/1/09 and 6/1/09; 46,875 shares 9/1/09 and 12/1/09; 32,855 shares 3/1/10; and 46,875 shares 6/1/10.
- F7Option vest quarterly over three years starting on the second quarterly vest date after grant. Quarterly vest dates are 3/1, 6/1, 9/1 and 12/1.
- F8Option vests 25% on the first quarterly vest date following 27 months from the date of grant and 25% on each of the next 3 quarterly vest dates. Quarterly vest dates are 3/1, 6/1, 9/1 and 12/1.