SEC Form 4 · accession 0000950103-15-006302
MICREL INC · MCRL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David H Schwartz
Officer — VP- Worldwide Sales
Period of report
Aug 3, 2015
Accepted (ET)
Aug 5, 2015 · 9:18 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000932111
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Aug 3, 2015 | D | 21,627 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F2 | $10.13 | Aug 3, 2015 | D | 200,000 | D | — | — | Common Stock | 200,000 | 0 | D |
| Restricted Stock UnitsF2 | $0.00 | Aug 3, 2015 | D | 42,166 | D | — | — | Common Stock | 42,166 | 0 | D |
Explanation of responses
- F1Pursuant to the Agreement and Plan of Merger dated as of May 7, 2015 by and among Microchip Technology Incorporated ("Microchip"), Mambo Acquisition Corp., Mambo Acquisition LLC and Micrel Incorporated (the "Merger Agreement"), each outstanding share of common stock of Micrel Incorporated was cancelled in exchange for the right to receive $14.00 in cash or shares of common stock of Microchip.
- F2Pursuant to the Merger Agreement, (x) each vested stock option and vested RSU was cancelled in each exchange for a cash payment per share equal to the excess, if any, of $14.00 over the exercise price, as applicable; and (y) each unvested option and unvested RSU was assumed by Microchip, with the number of shares of common stock of Microchip and, in the case of stock options, exercise price determined pursuant to the terms of the Merger Agreement.