SEC Form 4 · accession 0001127602-15-000199

TRIQUINT SEMICONDUCTOR INC · TQNT

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

Reporting owner

Walden C Rhines

Director

Period of report

Jan 1, 2015

Accepted (ET)

Jan 2, 2015 · 4:48 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^F1	Jan 1, 2015	D	47,500	—	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	$3.75	Jan 1, 2015	D	17,500	D	Nov 5, 2009	May 5, 2019	Common Stock	17,500	D
Stock Option (Right to Buy)^F3,F4	$7.22	Jan 1, 2015	D	24,038	D	Nov 13, 2010	May 13, 2020	Common Stock	24,038	D
Stock Option (Right to Buy)^F3,F4	$13.51	Jan 1, 2015	D	13,280	D	Nov 13, 2011	May 13, 2021	Common Stock	13,280	D
Stock Option (Right to Buy)^F3	$4.89	Jan 1, 2015	D	36,759	D	May 2, 2012	May 2, 2022	Common Stock	36,759	D
Stock Option (Right to Buy)^F3	$6.00	Jan 1, 2015	D	29,786	D	May 14, 2013	May 14, 2023	Common Stock	29,786	D
Stock Option (Right to Buy)^F3	$15.03	Jan 1, 2015	D	12,182	D	May 12, 2014	May 12, 2021	Common Stock	12,182	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).
F2Option vests as to 25% of the shares subject to the option six months after date of grant and as to an additional 12.5% of the shares subject to the option each calendar quarter thereafter, so that 100% of the shares subject to the option shall be exercisable two years after its date of grant
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 vests as to 25% of the shares subject to the option six months after date of grant and as to an additional 12.5% of the shares subject to the option each calendar quarter thereafter, so that 100% of the shares subject to the option shall be exercisable two years after its date of grant