SEC Form 4 · accession 0001127602-15-000208
TRIQUINT SEMICONDUCTOR INC · TQNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
C Scott Gibson
Director
Period of report
Jan 1, 2015
Accepted (ET)
Jan 2, 2015 · 4:56 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 | Nov 14, 2014 | G | 446 | $0.00 | D | 5,904 | D | |
| Common StockF1 | Jan 1, 2015 | D | 5,904 | — | 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)F3,F2 | $13.51 | Jan 1, 2015 | D | 13,280 | D | Nov 13, 2011 | May 13, 2021 | Common Stock | 13,280 | 0 | 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 | 0 | 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.