4//SEC Filing
Ogawa Richard 4
Accession 0000899243-21-016461
CIK 0001160958other
Filed
Apr 19, 8:00 PM ET
Accepted
Apr 20, 8:16 PM ET
Size
10.7 KB
Accession
0000899243-21-016461
Insider Transaction Report
Form 4
INPHI CorpIPHI
Ogawa Richard
General Counsel
Transactions
- Disposition to Issuer
Common Stock
2021-04-20−42,218→ 0 total - Award
Common Stock
2021-04-20+20,456→ 98,448 total - Disposition to Issuer
Common Stock
2021-04-20−56,230→ 42,218 total
Footnotes (4)
- [F1]On April 20, 2021, pursuant to the Agreement and Plan of Merger and Reorganization, dated as of October 29, 2020 (the "Merger Agreement") by and among by and among Marvell Technology Group Ltd., a Bermuda exempted company ("Marvell"), Marvell Technology, Inc. (f/k/a Maui HoldCo, Inc.), a Delaware corporation and a wholly owned subsidiary of Marvell ("HoldCo"), Maui Acquisition Company Ltd, a Bermuda exempted company and a wholly owned subsidiary of HoldCo ("Bermuda Merger Sub"), Indigo Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of HoldCo ("Delaware Merger Sub"), and Inphi Corporation, a Delaware corporation ("Inphi"), Bermuda Merger Sub merged with and into Marvell with Marvell as the surviving corporation and a wholly owned subsidiary of Holdco (the "Bermuda Merger"),
- [F2](continued from footnote 1) and Delaware Merger Sub merged with and into Inphi with Inphi as the surviving corporation and a wholly owned subsidiary of Holdco (the "Delaware Merger" and, together with the Bermuda Merger, the "Mergers"). At the effective time of the Mergers, the restricted stock units that vest based on the per share market value of the shares of Inphi Common Stock (the "Inphi Common Stock") exceeding certain relative performance target levels (a "MVSU") were vested in full on April 20, 2020. The holder of such vested MVSUs became entitled to receive (subject to applicable withholding or other taxes) (i) an amount in cash equal to the product of (A) $66.00, multiplied by (B) the total number of shares of Inphi Common Stock subject to such vested MVSU, and (ii) a number of shares of HoldCo Common Stock equal to the product of (A) 2.323, multiplied by (B) the total number of shares of Inphi Common Stock subject to such vested MVSU.
- [F3]Disposed pursuant to the Merger Agreement, whereby at the effective time of the Mergers, the outstanding Inphi Common Stock was automatically converted into the right to receive 2.323 shares of HoldCo Common Stock and $66.00 in cash, without interest (in addition to cash in lieu of fractional shares).
- [F4]Per the terms of the Merger Agreement, (a) 35,025RSUs that were outstanding and vested immediately prior to the effective time of the Mergers (including 26,397 RSUs that only vest subject to delivery of an effective release) were cancelled in exchange for (subject to applicable withholding or other taxes), (i) an amount of cash equal to the product of (A) $66.00, multiplied by (B) the total number of shares of Inphi Common Stock subject to such RSU, (ii) a number of shares of HoldCo Common Stock equal to the product of (A) 2.323, multiplied by (B) the total number of shares of Inphi Common Stock subject to such RSU, and (b) 7,307 RSUs were forfeited.
Documents
Issuer
INPHI Corp
CIK 0001160958
Entity typeother
Related Parties
1- filerCIK 0001568078
Filing Metadata
- Form type
- 4
- Filed
- Apr 19, 8:00 PM ET
- Accepted
- Apr 20, 8:16 PM ET
- Size
- 10.7 KB