4//SEC Filing
POWER ONE INC 4
Accession 0001181431-13-034677
CIK 0001042825operating
Filed
Jun 12, 8:00 PM ET
Accepted
Jun 13, 1:22 PM ET
Size
14.0 KB
Accession
0001181431-13-034677
Insider Transaction Report
Form 4
POWER ONE INCPWER
SHAH AJAY B
Director
Transactions
- Conversion
Common Stock, par value $0.001 per share
2013-06-12+8,418,071→ 25,775,108 total(indirect: See Footnote) - Conversion
Series C Jr Convert Pref Stock, par value $0.001 per share
2013-06-12−11,364.396→ 24,713.604 total(indirect: See Foonote)Exercise: $1.35From: 2011-11-10→ Common Stock, par value $0.001 per share (8,418,071 underlying) - Conversion
Common Stock, par value $0.001 per share
2013-06-12+69,336→ 212,229 total(indirect: See Footnote) - Conversion
Series C Jr Convert Pref Stock, par value $0.001 per share
2013-06-12−93.604→ 203.396 total(indirect: See Foonote)Exercise: $1.35From: 2011-11-10→ Common Stock, par value $0.001 per share (69,336 underlying)
Footnotes (6)
- [F1]The common stock, par value $0.001 per share (the "Common Stock") of Power-One, Inc. (the "Issuer") was acquired through the conversion of Series C Junior Convertible Preferred Stock, par value $0.001 per share of the Issuer (the "Series C Preferred Stock").
- [F2]These securities are directly owned by Silver Lake Sumeru Fund, L.P. ("SLSF"). Silver Lake Technology Associates Sumeru, L.P. ("SLT LP") is the sole general partner of SLSF, and SLTA Sumeru (GP), L.L.C. ("SLTA") is the sole general partner of SLT LP. Mr. Shah is a member of the investment committee and a managing member of SLTA and has an indirect financial interest in SLSF; accordingly, Mr. Shah may be deemed to have an indirect pecuniary interest in the securities owned by SLSF under Rule 16a-1(a)(2) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). However, pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, Mr. Shah disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.
- [F3]These securities are directly owned by Silver Lake Technology Investors Sumeru, L.P. ("SLTI"). SLT LP is the sole general partner of SLTI, and SLTA is the sole general partner of SLT LP. Mr. Shah is a member of the investment committee and a managing member of SLTA and, as such, may be deemed to beneficially own the securities held by SLTI under Rule 16a-1(a)(2) promulgated under the Exchange Act; however, pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, Mr. Shah disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.
- [F4]The Series C Preferred Stock has no expiration date, is initially priced at $1,000 per share, and convertible into Common Stock at the option of SLSF and SLTI at a conversion price of $1.35 per share of Common Stock. However, conversion of the Series C Preferred Stock is prohibited if, following conversion, the holder, along with its affiliates, would (i) have voting power in excess of 19.9% of the Issuer or (ii) own in excess of 19.9% of the Issuer's Common Stock, except for any conversion in connection with and subject to the completion of (x) a public sale of the Common Stock issued upon such conversion, if following consummation of such public sale, such holder and its affiliates would not own more than 19.9% of the total shares of Common Stock then outstanding or (y) a third party tender offer for the Common Stock issuable thereupon. (Continued in Footnote 5)
- [F5]Following the conversion of the Series C Preferred Stock into Common Stock reported herein, SLSF and SLTI will own approximately 19.9% of the Issuer's Common Stock outstanding as of the date hereof.
- [F6]The derivative securities underlying the securities represented in this row are able to be obtained upon conversion without any consideration paid by the Reporting Persons.
Documents
Issuer
POWER ONE INC
CIK 0001042825
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001042825
Filing Metadata
- Form type
- 4
- Filed
- Jun 12, 8:00 PM ET
- Accepted
- Jun 13, 1:22 PM ET
- Size
- 14.0 KB