4//SEC Filing
VITESSE SEMICONDUCTOR CORP 4
Accession 0001104659-15-031819
CIK 0000880446operating
Filed
Apr 28, 8:00 PM ET
Accepted
Apr 29, 8:41 PM ET
Size
38.5 KB
Accession
0001104659-15-031819
Insider Transaction Report
Form 4
Gardner Christopher R
DirectorChief Executive Officer
Transactions
- Disposition to Issuer
Restricted Stock Unit
2015-04-28$5.28/sh−45,500$240,240→ 0 total→ Common Stock (45,500 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2015-04-28−20,000→ 0 totalExercise: $30.60Exp: 2016-06-21→ Common Stock (20,000 underlying) - Disposition to Issuer
Restricted Stock Unit
2015-04-28$5.28/sh−75,000$396,000→ 0 total→ Common Stock (75,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2015-04-28−72,600→ 0 totalExercise: $4.36Exp: 2020-12-09→ Common Stock (72,600 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2015-04-28−150,000→ 0 totalExercise: $2.53Exp: 2023-12-10→ Common Stock (150,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2015-04-28−150,000→ 0 totalExercise: $2.53Exp: 2023-12-10→ Common Stock (150,000 underlying) - Disposition from Tender
Common Stock
2015-04-27$5.28/sh−487,074$2,571,751→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2015-04-28−5,500→ 0 totalExercise: $48.00Exp: 2015-12-02→ Common Stock (5,500 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2015-04-28−20,000→ 0 totalExercise: $7.40Exp: 2018-10-13→ Common Stock (20,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2015-04-28−90,000→ 0 totalExercise: $5.20Exp: 2020-02-12→ Common Stock (90,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2015-04-28−55,000→ 0 totalExercise: $2.54Exp: 2021-12-09→ Common Stock (55,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2015-04-28−68,000→ 0 totalExercise: $2.10Exp: 2023-03-07→ Common Stock (68,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2015-04-28−180,000→ 0 totalExercise: $4.15Exp: 2025-02-26→ Common Stock (180,000 underlying) - Disposition to Issuer
Restricted Stock Unit
2015-04-28$5.28/sh−115,500$609,840→ 0 total→ Common Stock (115,500 underlying)
Footnotes (12)
- [F1]Pursuant to the Agreement and Plan of Merger, dated March 17, 2015, by and among Vitesse Semiconductor Corporation, Microsemi Corporation and LLIU100 Acquisition Corp. (the "Merger Agreement"), these stock options were cancelled at the time of the merger.
- [F10]In connection with the Merger Agreement and the termination of Mr. Gardner's employment with Vitesse Semiconductor Corporation immediately following the merger, these restricted stock units, which provided for vesting one-half on October 7, 2015 and one half on October 7, 2016, became fully vested in accordance with the terms of Mr. Gardner's employment agreement. The restricted stock units were cancelled in the merger in exchange for a cash amount equal to the number of shares underlying the restricted stock units multiplied by the per share merger consideration of $5.28.
- [F11]In connection with the Merger Agreement and the termination of Mr. Gardner's employment with Vitesse Semiconductor Corporation immediately following the merger, these restricted stock units, which provided for vesting in full on March 7, 2016, became fully vested in accordance with the terms of Mr. Gardner's employment agreement. The restricted stock units were cancelled in the merger in exchange for a cash amount equal to the number of shares underlying the restricted stock units by the per share merger consideration of $5.28.
- [F12]In connection with the Merger Agreement and the termination of Mr. Gardner's employment with Vitesse Semiconductor Corporation immediately following the merger, these restricted stock units, which provided for vesting one-half on December 10, 2015 and one-half on December 10, 2016, became fully vested in accordance with the terms of Mr. Gardner's employment agreement. The restricted stock units were cancelled in the merger in exchange for a cash amount equal to the number of shares underlying the restricted stock units by the per share merger consideration of $5.28.
- [F2]In connection with the Merger Agreement, this stock option, which provided for vesting in four equal annual installments beginning February 12, 2011, was cancelled in the merger in exchange for a cash amount equal to the number of shares underlying this option multiplied by the difference between the per share consideration of $5.28 and the per share exercise price of this option.
- [F3]In connection with the Merger Agreement, this stock option, which provided for vesting in four equal annual installments beginning December 9, 2011, was cancelled in the merger in exchange for a cash amount equal to the number of shares underlying this option multiplied by the difference between the per share consideration of $5.28 and the per share exercise price of this option.
- [F4]In connection with the Merger Agreement, this stock option, which provided for vesting one-fourth on February 1, 2012 and thereafter in three equal annual installments beginning December 9, 2012, was cancelled in the merger in exchange for a cash amount equal to the number of shares underlying this option multiplied by the difference between the per share consideration of $5.28 and the per share exercise price of this option.
- [F5]In connection with the Merger Agreement and the termination of Mr. Gardner's employment with Vitesse Semiconductor Corporation immediately following the merger, this stock option, which provided for vesting in one-fourth on May 1, 2013 and thereafter in three equal annual installments beginning March 7, 2014, became vested in full in accordance with the terms of Mr. Gardner's employment agreement and was cancelled in the merger in exchange for a cash amount equal to the number of shares underlying this option multiplied by the difference between the per share merger consideration of $5.28 and the per share exercise price of this option.
- [F6]In connection with the Merger Agreement and the termination of Mr. Gardner's employment with Vitesse Semiconductor Corporation immediately following the merger, this stock option, which provided for vesting one-fourth on February 1, 2014 and thereafter in three equal annual installments beginning December 10, 2014, became vested in full in accordance with the terms of Mr. Gardner's employment agreement and was cancelled in the merger in exchange for a cash amount equal to the number of shares underlying this option multiplied by the difference between the per share merger consideration of $5.28 and the per share exercise price of this option.
- [F7]This option provided for vesting if either of the following conditions was met prior to December 10, 2018: (i) the closing price of the Company's common stock equaled or exceeded twice the exercise price of $2.53 for 30 consecutive trading days; or (ii) a change in control occurred where the Company's stockholders received in consideration of their shares of common stock cash or other consideration with a value at least equal to twice the exercise price of $2.53. Based on the offer price of $5.28, this option fully vested upon consummation of the tender offer. This option was cancelled in the merger in exchange for a cash amount equal to the number of shares underlying this option multiplied by the difference between the per share consideration of $5.28 and the per share exercise price of this option.
- [F8]In connection with the Merger Agreement and the termination of Mr. Gardner's employment with Vitesse Semiconductor Corporation immediately following the merger, this option, which provided for vesting one-fourth on April 1, 2015 and thereafter in three equal annual installments beginning February 26, 2016, became vested in full in accordance with the terms of Mr. Gardner's employment agreement and was cancelled in the merger in exchange for a cash amount equal to the number of shares underlying this option multiplied by the difference between the per share merger consideration of $5.28 and the per share exercise price of this option.
- [F9]Each restricted stock unit represents a contingent right to receive one share of Vitesse Semiconductor Corporation common stock.
Documents
Issuer
VITESSE SEMICONDUCTOR CORP
CIK 0000880446
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000880446
Filing Metadata
- Form type
- 4
- Filed
- Apr 28, 8:00 PM ET
- Accepted
- Apr 29, 8:41 PM ET
- Size
- 38.5 KB