Attaran Seyed 4
4 · ADESTO TECHNOLOGIES Corp · Filed Jul 1, 2020
Insider Transaction Report
Form 4
Attaran Seyed
VP, WorldWide Operations
Transactions
- Disposition to Issuer
Employee Stock Option (right to buy)
2020-06-29−25,015→ 0 totalExercise: $4.58Exp: 2028-10-15→ Common Stock (25,015 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2020-06-29−11,804→ 0 totalExercise: $5.87Exp: 2029-03-25→ Common Stock (11,804 underlying) - Disposition from Tender
Common Stock
2020-06-29$12.55/sh−60,615$760,718→ 0 total
Footnotes (7)
- [F1]On February 20, 2020, Adesto Technologies Corporation (the "Company") entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the "Merger Agreement") with Dialog Semiconductor plc ("Dialog") and Azara Acquisition Corp., a wholly-owned direct or indirect subsidiary of Dialog ("Merger Sub"), pursuant to which Merger Sub was merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned direct or indirect subsidiary of Dialog. Pursuant to the Merger Agreement all shares of Company common stock outstanding immediately prior to the effective time of the Merger (the "Effective Time"), were canceled and converted automatically into the right to receive $12.55 in cash.
- [F2]Includes 2,348 shares of the Issuer's Common Stock acquired on June 23, 2020 pursuant to the Company's Employee Stock Purchase Plan.
- [F3]Pursuant to the Merger Agreement, at the Effective Time, each vested and outstanding Company performance-based restricted stock unit ("PSU") was canceled and converted into the right to receive $12.55 in cash per PSU.
- [F4]Pursuant to the Merger Agreement, at the Effective Time, each unvested and outstanding Company PSU was cancelled and converted into the right to receive, in Dialog's discretion, either (i) $12.55 per PSU or (ii) 0.2912 restricted stock units with respect to Dialog Ordinary Shares, in each case subject to the same vesting schedule, termination terms and other restrictions as such PSU was subject to immediately prior to the Effective Time.
- [F5]Pursuant to the Merger Agreement, at the Effective Time, each unvested and outstanding Company restricted stock unit ("RSU") was cancelled and converted into the right to receive, in Dialog's discretion, either (i) $12.55 per RSU or (ii) 0.2912 restricted stock units with respect to Dialog Ordinary Shares, in each case subject to the same vesting schedule, termination terms and other restrictions as such RSU was subject to immediately prior to the Effective Time.
- [F6]Pursuant to the Merger Agreement, at the Effective Time, each vested outstanding Company stock option was cancelled and converted into the right to receive an amount in cash equal to (i) the difference between $12.55 and the exercise price of such stock option multiplied by (ii) the number of shares subject to such stock option.
- [F7]Pursuant to the Merger Agreement, at the Effective Time, each unvested Company stock option was either cancelled and converted into the right to receive, in Dialog's discretion, either (i) an amount in cash equal to (a) the difference between $12.55 and the exercise price of such stock option multiplied by (b) the number of shares subject to such stock option, or (ii) a restricted stock unit with respect to Dialog Ordinary Shares determined by multiplying (a) the number of shares subject to such stock option by (b) 0.2912, in each case by subject to the same vesting schedule, termination terms and other restrictions as such stock option was subject to immediately prior to the Effective Time.