ENDWAVE CORP 4
4 · ENDWAVE CORP · Filed Jun 24, 2011
Insider Transaction Report
Form 4
ENDWAVE CORPENWV
Empire Capital Management, L.L.C.
10% Owner
Transactions
- Other
Common Stock
2011-06-17−1,336,592→ 0 total(indirect: See footnotes)
Footnotes (5)
- [F1]On June 17, 2011, GigOptix, Inc. ("GigOptix") completed an acquisition of Endwave Corporation ("Endwave"). Pursuant to the terms of the Merger Agreement, upon the consummation of the Merger, each outstanding share of Endwave common stock converted into the right to receive approximately 0.908 shares of GigOptix common stock.
- [F2]This statement is filed by (i) Empire Capital Management, LLC, a Delaware limited liability company, ("Empire Management") with respect to the shares of Common Stock directly held by Empire Capital Partners, LP ("Empire Onshore"), Empire Capital Partners, LTD, a Cayman Islands exempted company ("Empire Offshore"), Charter Oak Partners, LP, a Delaware Limited Partnership ("Charter Oak"), Charter Oak Partners 2 ("Charter Oak 2"), Charter Oak Master Fund ("Charter Oak Master") and Empire Capital Partners Enhanced Master Fund LTD, ("Empire Enhanced") (collectively, the "Empire Funds"); (ii) Mr. Scott A. Fine ("Mr. Fine"), with respect to the shares of Common Stock directly held by the Empire Funds and (iii) Mr. Peter J. Richards ("Mr. Richards"), with respect to the shares of Common Stock directly held by the Empire Funds.
- [F3]Empire Management serves as the Investment Manager to and has investment discretion over the securities held by the Empire Funds. Empire GP, LLC ("Empire GP"), serves as the general partner of Empire Onshore. Empire GP has retained Empire Management to serve as Investment Manager to Empire Onshore. Mr. Fine and Mr. Richards are the only Managing Members of the Empire Management and Managing Partners of Empire GP.
- [F4]Mr. Fine disclaims beneficial ownership of the shares of Common Stock reflected in this filing, except with respect to any pecuniary interest in such securities pursuant to Section 13 of the Act.
- [F5]Mr. Richards disclaims beneficial ownership of the shares of Common Stock reflected in this filing, except with respect to any pecuniary interest in such securities pursuant to Section 13 of the Act.