4//SEC Filing
ODONNELL ELLEN 4
Accession 0001209191-17-062130
CIK 0001009626other
Filed
Nov 20, 7:00 PM ET
Accepted
Nov 21, 5:18 PM ET
Size
29.3 KB
Accession
0001209191-17-062130
Insider Transaction Report
Form 4
ODONNELL ELLEN
VP & General Counsel
Transactions
- Disposition to Issuer
Restricted Stock Unit
2017-11-17−11,666→ 0 total→ Common Stock (11,666 underlying) - Disposition to Issuer
Common Stock
2017-11-17$12.75/sh−64,241$819,073→ 0 total - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2017-11-17−224,000→ 0 totalExercise: $9.15→ Common Stock (224,000 underlying) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2017-11-17−65,000→ 0 totalExercise: $10.89→ Common Stock (65,000 underlying) - Disposition to Issuer
Restricted Stock Unit (Performance Based)
2017-11-17−17,500→ 0 total→ Common Stock (17,500 underlying) - Disposition to Issuer
Restricted Stock Unit (Performance Based)
2017-11-17−61,497→ 0 total→ Common Stock (61,497 underlying) - Disposition to Issuer
Restricted Stock Unit (Performance Based)
2017-11-20−14,390→ 0 total→ Common Stock (14,390 underlying) - Award
Restricted Stock Unit (Performance Based)
2017-11-20+14,390→ 14,390 total→ Common Stock (14,390 underlying) - Disposition to Issuer
Restricted Stock Unit
2017-11-17−25,000→ 0 total→ Common Stock (25,000 underlying) - Disposition to Issuer
Restricted Stock Unit
2017-11-17−35,301→ 0 total→ Common Stock (35,301 underlying)
Footnotes (7)
- [F1]Pursuant to the terms of the Agreement and Plan of Merger, dated as of November 2, 2016 (the "Merger Agreement"), by and among Brocade Communications Systems, Inc. (the "Company"), Broadcom Limited, a limited company organized under the laws of the Republic of Singapore ("Ultimate Parent"), Broadcom Corporation, a California corporation and an indirect subsidiary of Ultimate Parent, and Bobcat Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent ("Merger Sub"), as assigned by Broadcom Corporation to LSI Corporation, a Delaware corporation ("Parent"), on November 17, 2017, Merger Sub merged with and into the Company (the "Merger"), and in connection therewith the Reporting Person disposed of these shares in exchange for $12.75 per share, without interest.
- [F2]Pursuant to the terms of the Merger Agreement and in connection with the Merger, the portion of this stock option that was outstanding and vested as of immediately prior to the consummation of the Merger, which covered 187,541 shares of Company common stock, was cancelled and converted into the right to receive a cash payment equal to the number of shares of Company common stock subject to such portion multiplied by the excess of $12.75 over the exercise price per share of such award.
- [F3]Pursuant to the terms of the Merger Agreement and the terms of the Change of Control Agreement Acknowledgement between the Reporting Person and Ultimate Parent (the "CoC Acknowledgment"), the remaining portion of this stock option, which covered 36,459 shares of Company common stock, was cancelled and converted into the right to receive a cash payment equal to the number of shares of Company common stock subject to such award multiplied by the excess of $12.75 over the exercise price per share of such award, subject to the terms and conditions of the CoC Acknowledgment.
- [F4]Pursuant to the terms of the Merger Agreement and in connection with the Merger, the portion of this stock option that was outstanding and vested as of immediately prior to the consummation of the Merger, which covered 48,750 shares of Company common stock, was cancelled and converted into the right to receive a cash payment equal to the number of shares of Company common stock subject to such portion multiplied by the excess of $12.75 over the exercise price per share of such award. Pursuant to the terms of the Merger Agreement and the terms of the CoC Acknowledgment, the remaining portion of this stock option, which covered 16,250 shares of Company common stock, was cancelled and converted into the right to receive a cash payment equal to the number of shares of Company common stock subject to such award multiplied by the excess of $12.75 over the exercise price per share of such award, subject to the terms and conditions of the CoC Acknowledgment.
- [F5]Each restricted stock unit represents a contingent right to receive one share of Company common stock.
- [F6]Pursuant to the terms of the Merger Agreement and the terms of the CoC Acknowledgment and in connection with the Merger, this restricted stock unit award was cancelled and converted into the right to receive a cash payment equal to the number of shares of Company common stock subject to such award multiplied by $12.75, subject to the terms and conditions of the CoC Acknowledgment.
- [F7]This performance-based restricted stock unit award was granted subject to achievement of certain performance objectives. The performance period for the award commenced on November 1, 2016 and ended coincident with the closing of the Merger on November 17, 2017, with vesting subject to approval of the performance calculation by the Company's Board of Directors or a committee thereof. This approval was obtained on November 20, 2017.
Documents
Issuer
BROCADE COMMUNICATIONS SYSTEMS INC
CIK 0001009626
Entity typeother
Related Parties
1- filerCIK 0001298270
Filing Metadata
- Form type
- 4
- Filed
- Nov 20, 7:00 PM ET
- Accepted
- Nov 21, 5:18 PM ET
- Size
- 29.3 KB