4//SEC Filing
Freescale Semiconductor, Ltd. 4
Accession 0001127602-15-033662
CIK 0001392522operating
Filed
Dec 8, 7:00 PM ET
Accepted
Dec 9, 7:02 PM ET
Size
20.5 KB
Accession
0001127602-15-033662
Insider Transaction Report
Form 4
David Reed
SVP, Manufacturing Operations
Transactions
- Disposition to Issuer
Employee Stock Option (Right to Buy)
2015-12-07−24,158→ 0 totalExercise: $13.91Exp: 2020-04-02→ Common Shares (24,158 underlying) - Award
Common Shares
2015-12-07+32,532→ 137,035 total - Disposition to Issuer
Common Shares
2015-12-07−157,336→ 0 total - Disposition to Issuer
Employee Stock Option (Right to Buy)
2015-12-07−37,505→ 0 totalExercise: $15.37Exp: 2021-01-05→ Common Shares (37,505 underlying) - Award
Common Shares
2015-12-07+35,946→ 104,503 total - Award
Common Shares
2015-12-07+20,301→ 157,336 total - Disposition to Issuer
Employee Stock Option (Right to Buy)
2015-12-07−33,911→ 0 totalExercise: $24.63Exp: 2022-01-05→ Common Shares (33,911 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2015-12-07−62,500→ 0 totalExercise: $9.32Exp: 2019-11-05→ Common Shares (62,500 underlying)
Footnotes (5)
- [F1]Reflects the award of restricted share units which vest on April 2, 2016, under a performance restricted share unit award upon achievement of performance objectives during the performance period that ended in connection with the Merger. Pursuant to the award agreement related to such restricted share units, the performance level was determined shortly before the consummation of the Merger.
- [F2]Reflects the award of restricted share units which vest on January 5, 2017, under a performance restricted share unit award upon achievement of performance objectives during the performance period that ended in connection with the Merger. Pursuant to the award agreement related to such restricted share units, the performance level was determined shortly before the consummation of the Merger.
- [F3]Reflects the award of restricted share units which vest on January 5, 2018, under a performance restricted share unit award upon achievement of performance objectives during the performance period that ended in connection with the Merger. Pursuant to the award agreement related to such restricted share units, the performance level was determined shortly before the consummation of the Merger.
- [F4]Disposed of pursuant to the Agreement and Plan of Merger, dated as of March 1, 2015 (the "Merger Agreement"), by and among NXP Semiconductors N.V. ("NXP"), Nimble Acquisition Limited ("Merger Sub") and the Issuer, whereby Merger Sub merged with and into the Issuer with the Issuer surviving the merger as an indirect, wholly-owned subsidiary of NXP (the "Merger"). At the effective time of the Merger, each common share of the Issuer the "Freescale Shares"), issued and outstanding immediately prior to such time was cancelled (other than Freescale Shares held by the Issuer in treasury or owned by NXP, Merger Sub or any other direct or indirect wholly-owned subsidiary of NXP) and converted into the right to receive 0.3521 (the "Exchange Ratio") of a duly authorized, validly issued and fully paid ordinary share of NXP, par value EUR 0.20 per share (the "NXP Ordinary Shares") plus $6.25 in cash, without interest (together with cash in lieu of fractional Freescale Shares). As of the close of trading on December 7, 2015, the market price of NXP Ordinary Shares was $86.25 per share.
- [F5]This option was assumed by NXP in connection with the Merger, and automatically converted into an option to purchase the number of NXP Ordinary Shares equal to the sum of: (A) the product of the number of Freescale Shares subject to the option and the Exchange Ratio and (B) the product of (1) the number of Freescale Shares subject to the option and (2) $6.25 divided by the five day average trading price of NXP Ordinary Shares prior to the closing of the Merger (the "Assumed Option"). The exercise price of the Assumed Option will be the quotient of the exercise price of this option and the Exchange Ratio, rounded up to the nearest whole cent. The Merger constituted a change in control under the terms of the option and the vesting of the option was accelerated in full.
Documents
Issuer
Freescale Semiconductor, Ltd.
CIK 0001392522
Entity typeoperating
IncorporatedBermuda
Related Parties
1- filerCIK 0001392522
Filing Metadata
- Form type
- 4
- Filed
- Dec 8, 7:00 PM ET
- Accepted
- Dec 9, 7:02 PM ET
- Size
- 20.5 KB