SEC Form 4 · accession 0000899243-16-027412
QLOGIC CORP · QLGC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
D Scott Mercer
Director
Period of report
Aug 16, 2016
Accepted (ET)
Aug 17, 2016 · 3:35 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 | 41,780 | — | 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 | 15,000 | D | — | — | Common Stock | 15,000 | 0 | D |
| Stock Options (Right to buy)F3 | $11.26 | Aug 16, 2016 | D | 8,005 | D | — | — | Common Stock | 8,005 | 0 | D |
| Stock Options (Right to buy)F3 | $12.14 | Aug 16, 2016 | D | 7,403 | D | — | — | Common Stock | 7,403 | 0 | D |
| Stock Options (Right to buy)F3 | $12.94 | Aug 16, 2016 | D | 14,024 | D | — | — | Common Stock | 14,024 | 0 | D |
| Stock Options (Right to buy)F3 | $15.93 | Aug 16, 2016 | D | 41,644 | D | — | — | Common Stock | 41,644 | 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.
- F2In connection with the Merger, the vesting of this Restricted Stock Unit award (the "RSU") was fully accelerated pursuant to the terms of the RSU. Pursuant to the Merger Agreement, each Issuer share issuable upon vesting of the award was cancelled and automatically converted into the right to receive the Per Share Amount.
- F3Disposed 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.