4//SEC Filing
APPLIED MICRO CIRCUITS CORP 4
Accession 0000899243-17-002241
CIK 0000711065operating
Filed
Jan 29, 7:00 PM ET
Accepted
Jan 30, 9:15 PM ET
Size
24.4 KB
Accession
0000899243-17-002241
Insider Transaction Report
Form 4
SHLAPAK FRED THEODORE A
Director
Transactions
- Disposition to Issuer
COMMON STOCK
2017-01-26−6,598→ 9,238 total - Disposition to Issuer
COMMON STOCK
2017-01-26−9,238→ 0 total - Disposition to Issuer
STOCK OPTION (right to buy)
2017-01-26−6,250→ 0 totalExercise: $8.31Exp: 2018-05-05→ Common Stock (6,250 underlying) - Disposition to Issuer
STOCK OPTION (right to buy)
2017-01-26−6,250→ 0 totalExercise: $10.10Exp: 2019-05-02→ Common Stock (6,250 underlying) - Disposition to Issuer
STOCK OPTION (right to buy)
2017-01-26−6,250→ 0 totalExercise: $7.12Exp: 2017-05-04→ Common Stock (6,250 underlying) - Disposition to Issuer
STOCK OPTION (right to buy)
2017-01-26−6,250→ 0 totalExercise: $5.58Exp: 2020-04-30→ Common Stock (6,250 underlying) - Disposition to Issuer
STOCK OPTION (right to buy)
2017-01-26−6,250→ 0 totalExercise: $7.35Exp: 2021-04-29→ Common Stock (6,250 underlying) - Disposition to Issuer
STOCK OPTION (right to buy)
2017-01-26−12,500→ 0 totalExercise: $12.16Exp: 2017-05-03→ Common Stock (12,500 underlying) - Disposition to Issuer
STOCK OPTION (right to buy)
2017-01-26−6,250→ 0 totalExercise: $11.86Exp: 2018-05-03→ Common Stock (6,250 underlying)
Footnotes (5)
- [F1]Disposed of pursuant to the Agreement and Plan of Merger and Reorganization by and among MACOM Technology Solutions Holdings, Inc. ("MACOM"), Purchaser (a wholly owned subsidiary of MACOM), MACOM Connectivity Solutions, LLC (f/k/a Montana Merger Sub II, LLC), and Issuer, dated as of November 21, 2016 (the "Merger Agreement"), whereby each vested restricted stock unit in Issuer Common Stock ("RSU") was cancelled in exchange for the right to receive the product of 3.25 in cash and 0.1089 shares of MACOM common stock, plus cash in lieu of any fractional shares of MACOM common stock, in each case, without interest, and less any applicable withholding taxes (cumulatively, the "Transaction Consideration") multiplied by the number of shares subject to the vested stock unit.
- [F2](Continued from Footnote 1) Pursuant to the terms of the Reporting Person's restricted stock unit agreement dated August 2, 2016, the restricted stock units subject to such agreement vested on a prorated basis, with respect to 5/12 of the total units, in connection with the Reporting Person's termination from service to Issuer in connection with a change in control of Issuer. The market value of the Transaction Consideration is $8.47 per share, based on the trading price of MACOM common stock as of end of trading on January 25, 2017.
- [F3]Represents unvested RSUs forfeited in connection with the Reporting Person's termination from service to Issuer.
- [F4]Disposed of pursuant to the Merger Agreement, whereby each vested option to acquire Issuer Common Stock with an exercise price less than the Transaction Consideration was cancelled in exchange for the right to receive the product of the Transaction Consideration multiplied by the number of shares issuable upon a cashless net exercise of the option, calculated as the excess of (i) the number of shares of Issuer Common Stock subject to such option over (ii) the number of whole and partial (computed to the nearest four decimal places) shares of Issuer Common Stock with a Fair Market Value equal to the aggregate exercise price of such option.
- [F5]Disposed of pursuant to the Merger Agreement, whereby each vested option to acquire Issuer Common Stock with an exercise price equal to or in excess of the Transaction Consideration was automatically converted into a corresponding option to acquire that number of shares of MACOM common stock equal to the number of shares of Issuer Common Stock subject to the option multiplied by 0.1751 (the "Exchange Ratio") at an exercise price equal to the exercise price of the option per share of Issuer Common Stock divided by the Exchange Ratio.
Documents
Issuer
APPLIED MICRO CIRCUITS CORP
CIK 0000711065
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000711065
Filing Metadata
- Form type
- 4
- Filed
- Jan 29, 7:00 PM ET
- Accepted
- Jan 30, 9:15 PM ET
- Size
- 24.4 KB