4//SEC Filing
APPLIED MICRO CIRCUITS CORP 4
Accession 0000899243-17-002248
CIK 0000711065operating
Filed
Jan 29, 7:00 PM ET
Accepted
Jan 30, 9:22 PM ET
Size
23.0 KB
Accession
0000899243-17-002248
Insider Transaction Report
Form 4
Gopi Paramesh
Sr VP & COO
Transactions
- Disposition to Issuer
COMMON STOCK
2017-01-26−2,500→ 208,067 total - Disposition to Issuer
COMMON STOCK
2017-01-26−104,033→ 0 total - Disposition to Issuer
STOCK OPTION (right to buy)
2017-01-26−260,000→ 0 totalExercise: $7.12Exp: 2017-05-04→ Common Stock (260,000 underlying) - Disposition to Issuer
PERFORMANCE UNITS
2017-01-26−131,993→ 0 total→ Common Stock (0 underlying) - Disposition from Tender
COMMON STOCK
2017-01-26−913,261→ 210,567 total - Disposition to Issuer
COMMON STOCK
2017-01-26−104,034→ 104,033 total - Disposition to Issuer
STOCK OPTION (right to buy)
2017-01-26−120,000→ 0 totalExercise: $11.86Exp: 2018-05-03→ Common Stock (120,000 underlying) - Disposition to Issuer
PERFORMANCE UNITS
2017-01-26−131,994→ 131,993 total→ Common Stock (131,994 underlying)
Footnotes (8)
- [F1]Tendered into and disposed of upon the closing of the exchange offer initiated by Montana Merger Sub I, Inc. ("Purchaser") 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), Montana Merger Sub II, LLC, and Issuer, dated as of November 21, 2016 (the "Merger Agreement"), whereby Purchaser offered to exchange for each outstanding share of common stock of the Issuer ("Issuer Common Stock") the following- (a) $3.25 in cash and (b) 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"). 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.
- [F2]Disposed of pursuant to the Merger Agreement, whereby each outstanding share of Issuer Common Stock was cancelled in exchange for the right to the Transaction Consideration. Represents shares of Issuer Common Stock purchased January 25, 2017 pursuant to the Issuer's 2012 Employee Stock Purchase Plan.
- [F3]Disposed of pursuant to 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 the Transaction Consideration multiplied by the number of shares subject to the vested RSU. Also, pursuant to the terms of the Issuer's Executive Severance Benefit Plan ("ESBP") and the Reporting Person's agreement thereunder, 50% of the Reporting Person's RSUs vested in connection with the change in control of Issuer effected by the Merger Agreement transactions.
- [F4]Represents the Reporting Person's remaining unvested RSUs disposed of in exchange for the contingent right to receive the cash value thereof (calculated by reference to the Transaction Consideration value of $8.47 per share), assuming the Reporting Person's satisfaction of all terms and conditions to receive benefits under the ESBP and the Reporting Person's agreement thereunder.
- [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. The Exchange Ratio was calculated as the quotient of $8.40 over $47.97, the respective trading prices of Issuer Common Stock and MACOM common stock as of the end of trading on January 25, 2017.
- [F6]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 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.
- [F7]Disposed of pursuant to the Merger Agreement and the Reporting Person's ESBP agreement, whereby 50% of the Reporting Person's performance-based restricted stock units in Issuer common stock ("MSUs"), calculated at target performance vesting levels pursuant to the ESBP, vested in connection with the change in control of Issuer effected by the Merger Agreement transactions and then were cancelled in exchange for the right to receive the product of the Transaction Consideration (calculated by reference to the previously identified value of $8.47 per share) multiplied by the number of shares subject to the vested MSUs.
- [F8]Represents the remaining 50% of the Reporting Person's MSUs, calculated at target performance levels pursuant to the ESBP, disposed of in exchange for the contingent right to receive the cash value thereof (calculated by reference to the Transaction Consideration value of $8.47 per share), assuming the Reporting Person's satisfaction of all terms and conditions to receive benefits under the ESBP and the Reporting Person's agreement thereunder. All MSUs in excess of the target performance level were forfeited.
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, 9:22 PM ET
- Size
- 23.0 KB