ZORAN CORP \DE\ 4

Accession 0001181431-11-048037

CIK 0001003022operating

Filed

Sep 1, 8:00 PM ET

Accepted

Sep 2, 9:11 PM ET

Size

26.0 KB

Accession

0001181431-11-048037

Form 4

Period: 2011-08-31

DirectorChief Executive Officer

Transactions

Disposition to Issuer
Stock Option (right to buy)
2011-08-31−178,125→ 0 total
Exercise: $14.69→ Common Stock (178,125 underlying)
Disposition to Issuer
Stock Option (right to buy)
2011-08-31−100,000→ 0 total
Exercise: $19.78→ Common Stock (100,000 underlying)
Disposition to Issuer
Stock Option (right to buy)
2011-08-31−180,000→ 0 total
Exercise: $13.59→ Common Stock (180,000 underlying)
Disposition to Issuer
Stock Option (right to buy)
2011-08-31−304,679→ 0 total
Exercise: $24.78→ Common Stock (304,679 underlying)
Disposition to Issuer
Stock Option (right to buy)
2011-08-31−42,375→ 0 total
Exercise: $14.69→ Common Stock (42,375 underlying)
Disposition to Issuer
Stock Option (right to buy)
2011-08-31−262,500→ 0 total
Exercise: $8.94→ Common Stock (262,500 underlying)
Disposition to Issuer
Stock Option (right to buy)
2011-08-31−115,000→ 0 total
Exercise: $14.21→ Common Stock (115,000 underlying)
Disposition to Issuer
Common Stock
2011-08-31−206,168→ 0 total
Disposition to Issuer
Stock Option (right to buy)
2011-08-31−15,572→ 0 total
Exercise: $24.78→ Common Stock (15,572 underlying)
Disposition to Issuer
Stock Option (right to buy)
2011-08-31−350,000→ 0 total
Exercise: $8.63→ Common Stock (350,000 underlying)
Disposition to Issuer
Stock Option (right to buy)
2011-08-31−200,500→ 0 total
Exercise: $9.86→ Common Stock (200,500 underlying)

Footnotes (5)

[F1]Disposed of pursuant to the Amended and Restated Agreement and Plan of Merger between Issuer, CSR plc ("CSR") and Zeiss Merger Sub, Inc. ("Merger Sub"), dated July 16, 2011 (the "Merger Agreement"), in exchange for a combination of (a) $6.26 in cash, without interest, (b) 0.14725 of an American Depositary Share of CSR ("CSR ADS"), and (c) cash payable in lieu of any fractional CSR ADS for each share of Issuer's common stock. The closing sales price of CSR ADSs on The NASDAQ Stock Market on the effective date of the merger was $14.70 per ADS.
[F2]The stock options will vest at a rate of 25% on the first anniversary of May 10, 2011 and in 36 equal increments over the 36 months thereafter.
[F3]Pursuant to the Merger Agreement, the stock options were assumed by CSR and converted into options for CSR ADSs at a ratio of 0.5824 CSR ADSs for each share of Zoran common stock subject to the option (the "Exchange Ratio"), with the exercise price per share for each CSR ADS being the quotient of the exercise price per share for the stock option divided by the Exchange Ratio.
[F4]All options of Reporting Person are exercisable (to the extent vested) until the earlier of ten years after the grant date of the option or his acceptance of a senior executive management level position with another entity other than the Issuer or CSR.
[F5]All options other than the May 10, 2011 grant are fully vested.

Documents

1 file

ZORAN CORP \DE\

CIK 0001003022

Entity typeoperating

IncorporatedDE