SEC Form 4 · accession 0000899243-16-027402
QLOGIC CORP · QLGC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Roger J Klein
Officer — Senior VP and GM
Period of report
Aug 16, 2016
Accepted (ET)
Aug 17, 2016 · 3:31 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000918386
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Aug 16, 2016 | D | 15,810 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2 | — | Aug 16, 2016 | D | 43,352 | D | — | — | Common Stock | 43,352 | 0 | D |
| Performance Restricted Stock UnitsF3 | — | Aug 16, 2016 | D | 60,051 | D | — | — | Common Stock | 60,051 | 0 | D |
| Stock Options (Right to buy)F4 | $13.85 | Aug 16, 2016 | D | 30,000 | D | — | — | Common Stock | 30,000 | 0 | D |
| Stock Options (Right to buy)F4 | $13.96 | Aug 16, 2016 | D | 37,500 | D | — | — | Common Stock | 37,500 | 0 | D |
| Stock Options (Right to buy)F4 | $15.06 | Aug 16, 2016 | D | 106,000 | D | — | — | Common Stock | 106,000 | 0 | D |
| Stock Options (Right to buy)F4 | $15.64 | Aug 16, 2016 | D | 44,800 | D | — | — | Common Stock | 44,800 | 0 | D |
| Stock Options (Right to buy)F4 | $16.58 | Aug 16, 2016 | D | 40,000 | D | — | — | Common Stock | 40,000 | 0 | D |
| Stock Options (Right to buy)F4 | $17.85 | Aug 16, 2016 | D | 68,000 | D | — | — | Common Stock | 68,000 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to the Agreement and Plan of Merger by and among Cavium, Inc. ("Cavium"), Quasar Acquisition Corp. (a wholly owned subsidiary of Cavium), and Issuer, dated as of June 15, 2016 (the "Merger Agreement" and, the transaction contemplated therein, the "Merger"), whereby each share of Issuer common stock was cancelled and automatically converted into $11.00 in cash, without interest, and 0.098 shares of Cavium common stock (together, the "Per Share Amount"), with the fractional shares being paid in cash as provided in the Merger Agreement. The market value of the Per Share Amount is $16.09 per share, based on the trading price of Cavium common stock as of end of trading on August 15, 2016.
- F2These Restricted Stock Units (the "Issuer RSUs") were assumed and converted in the Merger into that number of Cavium restricted stock units of Cavium common stock, rounded down to the nearest whole share ("Converted RSUs"), equal to the product of (x) the number of shares of Issuer common stock subject to such Issuer RSU and (y) the sum of (A) 0.098 and (B) the quotient obtained by dividing (i) $11.00 by (ii) the volume weighted average trading price of Cavium common stock on Nasdaq for the five consecutive trading days ending on August 15, 2016 (the sum, the "Equity Conversion Ratio," calculated to equal approximately 0.2195). The Converted RSUs are subject to the same terms and conditions as were applicable under such Issuer RSUs. Each Converted RSU that vests after the effective time of the Merger will be settled in shares of Cavium common stock.
- F3These Performance Restricted Stock Units (the "Issuer PRSUs") were assumed and converted in the Merger into that number of Cavium restricted stock units of Cavium common stock, rounded down to the nearest whole share ("Converted PRSUs"), equal to the product of (x) the number of shares of Issuer common stock subject to such Issuer PRSUs, based on achievement as of August 15, 2016 of the performance vesting terms applicable to such Issuer PRSUs for the performance period applicable to such Issuer PRSUs, and (y) the Equity Conversion Ratio (calculated to equal approximately 0.2195 as described above). The Converted PRSUs are subject to the same terms and conditions as were applicable under such Issuer PRSUs but shall not be subject to any performance-based vesting terms following the effective time of the Merger. Each Converted PRSU that vests after the effective time of the Merger will be settled in shares of Cavium common stock.
- F4Disposed of pursuant to the Merger Agreement and the Merger, whereby each Issuer vested stock option was cancelled and automatically converted into a combination of cash and Cavium common stock that together equal the positive difference, if any, between the dollar value of the Per Share Amount and the exercise price applicable to the Issuer stock option, multiplied by the number of shares of Issuer common stock for which the Issuer stock option was exercisable.