Goerner Frederick C 4
4 · MICROSEMI CORP · Filed May 30, 2018
Insider Transaction Report
Form 4
MICROSEMI CORPMSCC
Goerner Frederick C
Senior VP of Worldwide Sales
Transactions
- Disposition to Issuer
Microsemi Common Stock
2018-05-29−57,262→ 0 total - Disposition to Issuer
Microsemi Restricted Stock Units
2018-05-29−18,294→ 0 total→ Common Stock (18,294 underlying)
Footnotes (2)
- [F1]Shares disposed of pursuant to the Agreement and Plan of Merger by and among Microchip Technology Incorporated ("Microchip") , Maple Acquisition Corporation and Microsemi Corporation (the "Merger Agreement" and, the transaction contemplated therein, the "Merger"), whereby each share of Issuer's common stock was automatically cancelled and converted into the right to an amount equal to $68.78 in cash (the "Merger Consideration").
- [F2]Pursuant to the Merger Agreement, this Restricted Stock Unit ("RSU") was assumed and converted in the Merger into that number of Microchip RSUs of Microchip common stock equal to the product of (a) this number of RSUs and (b) the "Equity Award Exchange Ratio" obtained by dividing the Merger Consideration of $68.78 by the average closing sales price for a share of Microchip common stock, rounded to the nearest one-tenth of a cent, as reported on Nasdaq for the ten (10) most recent days ending on the last trading day immediately prior to the date on which the Effective Time occurs, calculated as 0.732185.