4//SEC Filing
SHENBERG ISAAC 4
Accession 0001181431-11-048038
CIK 0001003022other
Filed
Sep 1, 8:00 PM ET
Accepted
Sep 2, 9:12 PM ET
Size
27.7 KB
Accession
0001181431-11-048038
Insider Transaction Report
Form 4
ZORAN CORP \DE\ZRAN
SHENBERG ISAAC
SVP, Business & Strategic Deve
Transactions
- Disposition to Issuer
Stock Option (right to buy)
2011-08-31−40,000→ 0 totalExercise: $14.21→ Common Stock (40,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2011-08-31−54,000→ 0 totalExercise: $13.59→ Common Stock (54,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2011-08-31−100,000→ 0 totalExercise: $24.78→ Common Stock (100,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2011-08-31−82,500→ 0 totalExercise: $12.36→ Common Stock (82,500 underlying) - Disposition to Issuer
Stock Option (right to buy)
2011-08-31−55,500→ 0 totalExercise: $11.52→ Common Stock (55,500 underlying) - Disposition to Issuer
Restricted Stock Units
2011-08-31−20,000→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2011-08-31−70,000→ 0 totalExercise: $8.63→ Common Stock (70,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2011-08-31−70,000→ 0 totalExercise: $9.86→ Common Stock (70,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2011-08-31−55,000→ 0 totalExercise: $8.94→ Common Stock (55,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2011-08-31−30,600→ 0 totalExercise: $19.78→ Common Stock (30,600 underlying) - Disposition to Issuer
Stock Option (right to buy)
2011-08-31−100,000→ 0 totalExercise: $24.78→ Common Stock (100,000 underlying) - Disposition to Issuer
Common Stock
2011-08-31−22,612→ 0 total
Footnotes (6)
- [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]Pursuant to the Merger Agreement, the restricted stock units were assumed by CSR and converted into restricted units for CSR ADSs at a ratio of 0.5824 CSR ADSs for each share of Zoran common stock subject to the restricted stock unit (the "Exchange Ratio").
- [F3]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.
- [F4]Pursuant to the Executive Retention and Severance Plan (the "Retention Plan") outstanding stock options will generally remain exercisable for a period of one year if the Reporting Person is terminated without cause or resigns as a result of good reason within 18 months after the merger of Merger Sub with and into Zoran, pursuant to the Merger Agreement (the "Merger").
- [F5]Pursuant to the Merger Agreement, the stock options were assumed by CSR and converted into options for CSR ADSs at 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.
- [F6]Pursuant to the Retention Plan, the stock options will become fully vested if the Reporting Person is terminated without cause or resigns as a result of good reason within 18 months after the Merger.
Documents
Issuer
ZORAN CORP \DE\
CIK 0001003022
Entity typeother
Related Parties
1- filerCIK 0001255994
Filing Metadata
- Form type
- 4
- Filed
- Sep 1, 8:00 PM ET
- Accepted
- Sep 2, 9:12 PM ET
- Size
- 27.7 KB