SEC Form 4 · accession 0001127602-15-000145

TRIQUINT SEMICONDUCTOR INC · TQNT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Steven J Buhaly

Officer — Chief Financial Officer

Period of report

Jan 1, 2015

Accepted (ET)

Jan 2, 2015 · 3:30 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	Jan 1, 2015	A	93,386	$0.00	A	174,633	D
Common Stock^F1	Jan 1, 2015	D	174,633	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (Right to Buy)^F3,F2	$12.56	Jan 1, 2015	D	120,000	D	Jul 1, 2013	Apr 1, 2021	Common Stock	120,000	D
Stock Option (Right to Buy)^F3,F2	$5.94	Jan 1, 2015	D	150,000	D	Jul 9, 2014	Apr 9, 2022	Common Stock	150,000	D
Stock Option (Right to Buy)^F3,F4	$6.52	Jan 1, 2015	D	36,446	D	Sep 1, 2008	May 21, 2018	Common Stock	36,446	D
Stock Option (Right to Buy)^F3,F2	$7.07	Jan 1, 2015	D	140,000	D	Jul 1, 2012	Apr 1, 2020	Common Stock	140,000	D
Stock Option (Right to Buy)^F3,F2	$4.85	Jan 1, 2015	D	46,649	D	Jul 5, 2015	Apr 5, 2023	Common Stock	46,649	D
Stock Option (Right to Buy)^F3,F2	$7.01	Jan 1, 2015	D	32,488	D	Jul 5, 2015	Jun 7, 2023	Common Stock	32,488	D
Stock Option (Right to Buy)^F3,F2	$13.01	Jan 1, 2015	D	35,000	D	Jul 7, 2016	Apr 7, 2021	Common Stock	35,000	D
Stock Option (Right to Buy)^F3,F2	$20.27	Jan 1, 2015	D	15,000	D	Jul 7, 2016	Sep 8, 2021	Common Stock	15,000	D

Explanation of responses

F1Disposed of pursuant to merger agreement between TriQuint Semiconductor, Inc. and RF Micro Devices, Inc., in exchange for an equivalent 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).
F2Options vest in four quarterly installments starting on this date.
F3Disposed 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.
F4Option vest quarterly over four years starting on the second quarterly vest date after grant. Quarterly vest dates are 3/1, 6/1, 9/1 and 12/1.