4//SEC Filing
Berry Kevin J 4
Accession 0001181431-10-005453
CIK 0000800460other
Filed
Jan 28, 7:00 PM ET
Accepted
Jan 29, 8:31 PM ET
Size
18.0 KB
Accession
0001181431-10-005453
Insider Transaction Report
Form 4
Berry Kevin J
Chief Financial Officer
Transactions
- Disposition to Issuer
Common Stock
2010-01-27$4.70/sh−25,000$117,500→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2010-01-27−50,000→ 0 totalExercise: $3.12Exp: 2018-08-21→ Common Stock (50,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2010-01-27−5,000→ 0 totalExercise: $7.11Exp: 2016-03-17→ Common Stock (5,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2010-01-27−175,000→ 0 totalExercise: $3.67Exp: 2016-07-10→ Common Stock (175,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2010-01-27−37,500→ 0 totalExercise: $3.70Exp: 2017-08-24→ Common Stock (37,500 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2010-01-27−12,500→ 0 totalExercise: $3.70Exp: 2017-08-24→ Common Stock (12,500 underlying)
Footnotes (6)
- [F1]Represents shares of restricted common stock of California Micro Devices Corporation ("CAMD"), which provided for vesting ratably over 16 fiscal quarters from January 1, 2010 to March 31, 2010, subject to continued employment and company performance, that was disposed of pursuant to the Agreement and Plan of Merger, dated as of December 14, 2009 (the "Merger Agreement"), by and among ON Semiconductor Corporation ("ON"), Pac-10 Acquisition Corporation, an indirect, wholly-owned subsidiary of ON, and CAMD, in exchange for restricted cash in the amount of $117,500, or $4.70 per share. The restricted cash will vest 25% on November 25, 2010 and 6.25% on each calendar quarter thereafter.
- [F2]This option, which vested as to one-third of the shares on each of April 17, 2006, May 17, 2006 and June 17, 2006, was assumed by ON pursuant to the Merger Agreement and replaced with an option to purchase ON shares. The number of ON options is equal to number of CMD options times .5922 (rounded down to the nearest share) and the ON options have an exercise price equal to the CMD option exercise price divided by .5922 (rounded up to the nearest cent).
- [F3]This option which vested 25% on July 10, 2007 and 6.25% each quarter thereafter, was assumed by ON pursuant to the Merger Agreement and replaced with an option to purchase ON shares. The number of ON options is equal to number of CMD options times .5922 (rounded down to the nearest share) and the ON options have an exercise price equal to the CMD option exercise price divided by .5922 (rounded up to the nearest cent).
- [F4]This option which vested 25% on August 24, 2008 and 6.25% each quarter thereafter, was assumed by ON pursuant to the Merger Agreement and replaced with an option to purchase ON shares. The number of ON options is equal to number of CMD options times .5922 (rounded down to the nearest share) and the ON options have an exercise price equal to the CMD option exercise price divided by .5922 (rounded up to the nearest cent).
- [F5]This option which vested 25% on August 24, 2009 and 6.25% each quarter thereafter, was assumed by ON pursuant to the Merger Agreement and replaced with an option to purchase ON shares. The number of ON options is equal to number of CMD options times .5922 (rounded down to the nearest share) and the ON options have an exercise price equal to the CMD option exercise price divided by .5922 (rounded up to the nearest cent).
- [F6]This option which vested 25% on August 21, 2010 and 6.25% each quarter thereafter, was assumed by ON pursuant to the Merger Agreement and replaced with an option to purchase ON shares. The number of ON options is equal to number of CMD options times .5922 (rounded down to the nearest share) and the ON options have an exercise price equal to the CMD option exercise price divided by .5922 (rounded up to the nearest cent).
Documents
Issuer
CALIFORNIA MICRO DEVICES CORP
CIK 0000800460
Entity typeother
Related Parties
1- filerCIK 0001356937
Filing Metadata
- Form type
- 4
- Filed
- Jan 28, 7:00 PM ET
- Accepted
- Jan 29, 8:31 PM ET
- Size
- 18.0 KB