SEC Form 4 · accession 0000899243-18-001290
IXYS, LLC · IXYS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
S Joon Lee
Director
Period of report
Jan 17, 2018
Accepted (ET)
Jan 18, 2018 · 1:49 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000945699
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jan 17, 2018 | D | 5,000 | — | 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)F2,F3 | $9.27 | Jan 17, 2018 | D | 1,250 | D | — | Aug 30, 2023 | Common Stock | 1,250 | 0 | D |
| Stock Option (right to buy)F2,F3 | $11.83 | Jan 17, 2018 | D | 2,500 | D | — | Aug 28, 2024 | Common Stock | 2,500 | 0 | D |
| Stock Option (right to buy)F2,F3 | $11.14 | Jan 17, 2018 | D | 3,750 | D | — | Aug 28, 2025 | Common Stock | 3,750 | 0 | D |
| Stock Option (right to buy)F2,F3 | $11.58 | Jan 17, 2018 | D | 5,000 | D | — | Aug 26, 2026 | Common Stock | 5,000 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to the closing of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of August 25, 2017 by and among the Issuer, Littelfuse, Inc. ("Littelfuse"), and Iron Merger Co., Inc. (as amended by Amendment No. 1, dated December 4, 2017, by and among the Issuer, Littelfuse, Iron Merger Co., Inc. and IXYS Merger Co., LLC) (the "Merger"). Each share of Issuer common stock held by the reporting person was cancelled in the Merger and converted into the right to receive, at the election of the holder and subject to proration, (i) $23.00 in cash per share, without interest and less any applicable withholding taxes or (ii) 0.1265 shares of Littelfuse common stock.
- F2Disposed of pursuant to the Merger. Each outstanding and unexercised option to purchase the Issuer's common stock held by the non-employee directors of the Issuer was cancelled and converted into the right to receive an amount in cash (without interest) equal to the product of (x) the excess, if any, of the product of (i) 0.1265 and (ii) $210.77, which is the closing price per share on January 17, 2018 of Littlefuse common stock as reported on the Nasdaq Global Select Market, over the exercise price per share of such option and (y) the number of shares subject to such option.
- F3The option is fully vested and exercisable.