4//SEC Filing
Ryland Kyle 4
Accession 0001209191-11-055442
CIK 0001042825other
Filed
Nov 9, 7:00 PM ET
Accepted
Nov 10, 3:19 PM ET
Size
14.8 KB
Accession
0001209191-11-055442
Insider Transaction Report
Form 4
POWER ONE INCPWER
Ryland Kyle
Director
Transactions
- Conversion
Common Stock, par value $0.001 per share
2011-11-08+17,357,037→ 17,357,037 total(indirect: See Footnote) - Conversion
6.0%/8.0%/10.0% Convertible Senior Notes, due 2010
2011-11-10−36,078→ 0 total(indirect: See Footnote)Exercise: $1.35From: 2009-05-08→ Series C Jr Conv Pref Stock, par value $0.001 per share (36,078 underlying) - Conversion
Series A Convertible Pref Stock, par value $0.001 per share
2011-11-08−23,432→ 0 total(indirect: See Footnote)Exercise: $1.35From: 2009-05-08→ Common Stock, par value $0.001 per share (17,357,037 underlying) - Conversion
Series C Jr Conv Pref Stock, par value $0.001 per share
2011-11-10+36,078→ 36,078 total(indirect: See Footnote)Exercise: $1.35From: 2011-11-10→ Common Stock, par value $0.001 per share (26,724,444 underlying)
Footnotes (8)
- [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 A Preferred Convertible Preferred Stock ("Series A Preferred Stock"), par value $0.001 per share of the Issuer.
- [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]All of the shares of Series A Preferred Stock were converted into Common Stock pursuant to their terms on 11/08/2011.
- [F4]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 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.
- [F5]The Series C Preferred Stock was acquired through the conversion of the Notes. See Footnote 4.
- [F6]The Series C Preferred Stock is initially priced at $1,000 per share, and convertible at the option of SLSF. 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.
- [F7]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 6.
- [F8]The derivative securities underlying the securities represented in this row are able to be obtained without any consideration paid by the Reporting Person.
Documents
Issuer
POWER ONE INC
CIK 0001042825
Entity typeother
Related Parties
1- filerCIK 0001463528
Filing Metadata
- Form type
- 4
- Filed
- Nov 9, 7:00 PM ET
- Accepted
- Nov 10, 3:19 PM ET
- Size
- 14.8 KB