POWER ONE INC 4
4 · POWER ONE INC · Filed Nov 10, 2011
Insider Transaction Report
Form 4
POWER ONE INCPWER
Silver Lake Sumeru Fund LP
Director10% Owner
Transactions
- Conversion
Common Stock, par value $0.001 per share
2011-11-08+17,357,037→ 17,357,037 total - Conversion
Series A Convertible Pref Stock, par value $0.001 per share
2011-11-08−23,432→ 0 totalExercise: $1.35From: 2009-05-08→ Common Stock, par value $0.001 per share (17,357,037 underlying) - Conversion
6.0%/8.0%/10.0% Convertible Senior Notes, due 2010
2011-11-10−36,078→ 0 totalExercise: $1.35From: 2009-05-08→ Series C Jr Convert Pref Stock, par value $0.001 per share (36,078 underlying) - Conversion
6.0%/8.0%/10.0% Convertible Senior Notes, due 2010
2011-11-10−297→ 0 total(indirect: See Footnote)Exercise: $1.35From: 2009-05-08→ Series C Jr Convert Pref Stock, par value $0.001 per share (297 underlying) - Conversion
Series C Jr Convert Pref Stock, par value $0.001 per share
2011-11-10+36,078→ 36,078 totalExercise: $1.35From: 2011-11-10→ Common Stock, par value $0.001 per share (26,724,444 underlying) - Conversion
Common Stock, par value $0.001 per share
2011-11-08+142,962→ 142,962 total(indirect: See Footnote) - Conversion
Series A Convertible Pref Stock, par value $0.001 per share
2011-11-08−193→ 0 total(indirect: See Footnote)Exercise: $1.35From: 2009-05-08→ Common Stock, par value $0.001 per share (142,962 underlying) - Conversion
Series C Jr Convert Pref Stock
2011-11-10+297→ 297 total(indirect: See Footnote)Exercise: $1.35From: 2011-11-10→ Common Stock, par value $0.001 per share (220,000 underlying)
Footnotes (12)
- [F1]This Form 4 is filed on behalf of Silver Lake Sumeru Fund, L.P. ("SLSF"), Silver Lake Technology Investors Sumeru, L.P. ("SLTI"), Silver Lake Technology Associates Sumeru, L.P. ("SLT LP") and SLTA Sumeru (GP), L.L.C. ("SLTA"). SLT LP is the sole general partner of SLSF and SLTI. SLTA is the sole general partner of SLT LP. SLSF may be deemed to be a director by deputization of the Issuer.
- [F10]The Series C Preferred Stock is initially priced at $1,000 per share, and convertible at the option of SLSF and SLTI. 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.
- [F11]This is the number of shares of Common Stock issuable upon conversion of the Series C Preferred Stock as of the date of this filing; however, conversion of the Series C Preferred Stock is prohibited under certain circumstances in accordance with the terms thereof. See Footnote 10.
- [F12]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.
- [F2]As the sole general partner of SLSF and SLTI, SLT LP may be deemed to be the indirect beneficial owner of the securities directly owned by SLSF and SLTI 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, SLT LP disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest.
- [F3]As the sole general partner of SLT LP, SLTA may be deemed to be the indirect beneficial owner of such securities under Rule 16a-1(a)(2) promulgated under the Exchange Act. However, pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, SLTA disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest.
- [F4]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 A Preferred Convertible Preferred Stock ("Series A Preferred Stock"), par value $0.001 per share of the Issuer.
- [F5]These securities are directly owned by SLSF. SLT LP and SLTA may be deemed to have indirect beneficial ownership of these securities. See Footnotes 2 and 3.
- [F6]These securities are directly owned by SLTI. SLT LP and SLTA may be deemed to have indirect beneficial ownership of these securities. See Footnotes 2 and 3
- [F7]All of the shares of Series A Preferred Stock were converted into Common Stock pursuant to their terms on 11/08/2011.
- [F8]All of the Issuer's 6.0%/8/0%/10/0% Convertible Notes due 2019 (the "Notes") were called for redemption by the Issuer on 10/25/2011. On 11/10/2011, SLSF and SLTI chose, pursuant to the terms of the Notes, to convert the Notes into shares of Series C Junior Convertible Preferred Stock ("Series C Preferred Stock"), par value $0.001 of the Issuer instead of receiving the proceeds issuable upon redemption of the Notes.
- [F9]The Series C Preferred Stock was acquired through the conversion of the Notes. See Footnote 8.