4//SEC Filing
Spansion Inc. 4
Accession 0001209191-15-026744
CIK 0001322705operating
Filed
Mar 15, 8:00 PM ET
Accepted
Mar 16, 9:42 PM ET
Size
25.8 KB
Accession
0001209191-15-026744
Insider Transaction Report
Form 4
Spansion Inc.CODE
MITCHELL WILLIAM
Director
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
2015-03-12−20,000→ 0 totalExercise: $12.40Exp: 2019-04-01→ Common Stock (20,000 underlying) - Disposition to Issuer
Restricted Stock Units
2015-03-12−12,432→ 0 total→ Common Stock (12,432 underlying) - Disposition to Issuer
Common Stock
2015-03-12−33,884→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2015-03-12−25,000→ 0 totalExercise: $20.03Exp: 2018-05-30→ Common Stock (25,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2015-03-12−9,000→ 0 totalExercise: $12.14Exp: 2020-03-31→ Common Stock (9,000 underlying) - Disposition to Issuer
Restricted Stock Units
2015-03-12−5,417→ 0 total→ Common Stock (5,417 underlying) - Disposition to Issuer
Restricted Stock Units
2015-03-12−625→ 0 total→ Common Stock (625 underlying) - Disposition to Issuer
Restricted Stock Units
2015-03-12−3,120→ 0 total→ Common Stock (3,120 underlying)
Footnotes (3)
- [F1]Disposed of pursuant to the Agreement and Plan of Merger and Reorganization dated as of December 1, 2014 (the "Merger Agreement" and, the transactions contemplated therein, the "Merger"), by and among Cypress Semiconductor Corporation ("Cypress"), Mustang Acquisition Corporation (a wholly owned subsidiary of Cypress) and Issuer, whereby each share of Issuer common stock was canceled and automatically converted into 2.457 shares of Cypress common stock (the "Exchange Ratio"), with fractional shares being paid in cash as provided in the Merger Agreement. The market value of Cypress common stock received pursuant to the Merger Agreement is $15.68 per share, based on the trading price of Cypress common stock on March 12, 2015.
- [F2]This option was assumed by Cypress in the Merger, on the same terms and conditions regarding vesting and exercisability as were applicable to this option, and automatically converted into an option to purchase that number of shares of Cypress common stock equal to the number of shares subject to this option multiplied by the Exchange Ratio, rounded down to the nearest whole share (the "Assumed Option"). The exercise price of the Assumed Option will be the quotient of the exercise price of this option and the Exchange Ratio, rounded up to the nearest whole cent. Under the terms of this option, the Merger constituted a change in control; thus, the vesting of this option was accelerated in full.
- [F3]This restricted stock unit award (the "RSU") represents a contingent right to receive Issuer common stock on a one-for-one basis. The RSU was assumed by Cypress in the Merger, on the same terms and conditions regarding vesting and exercisability as were applicable to this RSU, and automatically converted into an award to receive that number of shares of Cypress common stock equal to the number of shares subject to this RSU multiplied by the Exchange Ratio, rounded down to the nearest whole share (the "Assumed RSU"). The purchase price of the Assumed RSU, if other than Issuer par value, will be the quotient of the purchase price of this RSU and the Exchange Ratio, rounded up to the nearest whole cent. Under the terms of this RSU, the Merger constituted a change in control; thus, the vesting of this RSU was accelerated in full.
Issuer
Spansion Inc.
CIK 0001322705
Entity typeoperating
Related Parties
1- filerCIK 0001322705
Filing Metadata
- Form type
- 4
- Filed
- Mar 15, 8:00 PM ET
- Accepted
- Mar 16, 9:42 PM ET
- Size
- 25.8 KB