SEC Form 4 · accession 0000950103-15-006303

MICREL INC · MCRL

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

Reporting owner

Officer — VP WW Operations and Foundry

Period of report

Aug 3, 2015

Accepted (ET)

Aug 5, 2015 · 9:20 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 Stock^F1	Aug 3, 2015	D	26,425	—	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (right to buy)^F2	$9.37	Aug 3, 2015	D	10,000	D	—	—	Common Stock	10,000	D
Employee Stock Option (right to buy)^F2	$12.05	Aug 3, 2015	D	4,600	D	—	—	Common Stock	4,600	D
Employee Stock Option (right to buy)^F2	$14.31	Aug 3, 2015	D	50,000	D	—	—	Common Stock	50,000	D
Employee Stock Option (right to buy)^F2	$14.74	Aug 3, 2015	D	16,000	D	—	—	Common Stock	16,000	D
Restricted Stock Units^F2	$0.00	Aug 3, 2015	D	70,833	D	—	—	Common Stock	70,833	D

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.