POWER ONE INC 4
4 · POWER ONE INC · Filed Jul 26, 2013
Insider Transaction Report
Form 4
POWER ONE INCPWER
Ryland Kyle
Director
Transactions
- Other
Series C Jr Convert Pref Stock, par value $0.001 per share
2013-07-25$4703.70/sh−24,713.604$116,245,380→ 0 total(indirect: See Footnote)Exercise: $1.35From: 2011-11-10→ Common Stock, par value $0.001 per share (18,306,373 underlying) - Other
Warrant (right to buy Common Stock)
2013-07-25$5.02/sh−8,628,941$43,317,284→ 0 total(indirect: See Footnote)Exercise: $1.33From: 2010-08-08Exp: 2016-05-08→ Common Stock, par value $0.001 per share (8,628,941 underlying) - Other
Common Stock, par value $0.001 per share
2013-07-25$6.35/sh−25,775,108$163,671,936→ 0 total(indirect: See Footnote)
Footnotes (5)
- [F1]Each share of common stock, par value $0.001 per share (the "Common Stock"), of Power-One, Inc. (the "Issuer") was disposed of upon consummation of the merger (the "Merger") contemplated by that certain Agreement and Plan of Merger by and among ABB Ltd, Verdi Acquisition Corporation ("Verdi"), and the Issuer, dated April 21, 2013 (the "Merger Agreement") for the right to receive $6.35 in cash without interest. Pursuant to the Merger Agreement, the Issuer merged with and into Verdi, with the Issuer continuing as the surviving entity and becoming a subsidiary of ABB Ltd.
- [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. Ryland is a member of the investment committee of SLTA and has an indirect financial interest in SLSF; accordingly, Mr. Ryland 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. Ryland disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.
- [F3]The Series C Junior Convertible Preferred Stock, par value $0.001 per share, of the Issuer (the "Series C Preferred Stock") has no expiration date.
- [F4]Each share of Series C Preferred Stock was disposed of upon consummation of the Merger for the right to receive approximately $4,703.70 in cash per share without interest.
- [F5]This warrant was disposed of upon consummation of the Merger for the right to receive $43,317,283.82 in cash, representing the product of (i) the excess of $6.35 over the exercise price per share of such warrant and (ii) the number of shares of Common Stock underlying such warrant.