SEC Form 4 · accession 0000899243-18-001294
IXYS, LLC · IXYS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Nathan Zommer
Officer — Chairman of the Board; CEO · Director · 10% Owner
Period of report
Jan 17, 2018
Accepted (ET)
Jan 18, 2018 · 1:52 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 StockF2,F1 | Jan 17, 2018 | D | 6,739,619 | — | D | 0 | D | |
| Common StockF1 | Jan 17, 2018 | D | 50 | — | D | 0 | I | As custodian |
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)F3,F4 | $12.65 | Jan 17, 2018 | D | 170,000 | D | — | Sep 5, 2018 | Common Stock | 170,000 | 0 | D |
| Stock Option (right to buy)F3,F4 | $9.37 | Jan 17, 2018 | D | 20,000 | D | — | Aug 27, 2020 | Common Stock | 20,000 | 0 | D |
| Stock Option (right to buy)F3,F4 | $12.25 | Jan 17, 2018 | D | 20,000 | D | — | Sep 16, 2021 | Common Stock | 20,000 | 0 | D |
| Stock Option (right to buy)F3,F4 | $9.45 | Jan 17, 2018 | D | 5,000 | D | — | Aug 24, 2022 | Common Stock | 5,000 | 0 | D |
| Stock Option (right to buy)F3,F4 | $9.27 | Jan 17, 2018 | D | 5,000 | D | — | Aug 30, 2023 | Common Stock | 5,000 | 0 | D |
| Stock Option (right to buy)F3,F4 | $11.83 | Jan 17, 2018 | D | 5,000 | D | — | Aug 28, 2024 | Common Stock | 5,000 | 0 | D |
| Stock Option (right to buy)F3,F4 | $11.14 | Jan 17, 2018 | D | 5,000 | D | — | Aug 28, 2025 | Common Stock | 5,000 | 0 | D |
| Stock Option (right to buy)F3,F4 | $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 (such consideration, the "Stock Consideration").
- F2An error in the previous filing has been corrected to reflect reporting person's current holding.
- F3Disposed of pursuant to the Merger. Each outstanding and unexercised option to purchase the Issuer's common stock was assumed by Littelfuse pursuant to the Merger and converted into an option (a "Littelfuse Stock Option") to acquire (i) that number of whole shares of Littelfuse common stock (rounded down to the nearest whole share) equal to the product of (x) the number of shares of Issuer common stock subject to such option immediately prior to the closing of the Merger multiplied by (y) the Stock Consideration, (ii) at an exercise price per share (rounded up to the nearest whole cent) equal to the quotient of (x) the exercise price per share of such option by (y) the Stock Consideration.
- F4The option is fully vested and exercisable.