4//SEC Filing
IKANOS COMMUNICATIONS, INC. 4
Accession 0001219210-15-000165
CIK 0001219210operating
Filed
Sep 28, 8:00 PM ET
Accepted
Sep 29, 4:56 PM ET
Size
14.1 KB
Accession
0001219210-15-000165
Insider Transaction Report
Form 4
BANATAO DIOSDADO P
Director10% Owner
Transactions
- Disposition to Issuer
Director Stock Option (right to buy)
2015-09-28−5,000→ 0 totalExercise: $1.84Exp: 2022-05-28→ Common Stock (5,000 underlying) - Disposition from Tender
Common Stock
2015-09-28−9,013→ 0 total - Disposition from Tender
Common Stock
2015-09-28−200,000→ 0 total(indirect: See Footnotes) - Disposition from Tender
Common Stock
2015-09-28−8,449,449→ 0 total(indirect: See Footnotes)
Footnotes (8)
- [F1]Disposed of pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated August 5, 2015, among the Issuer, Qualcomm Atheros, Inc. ("Parent"), and King Acquisition Co., a wholly-owned subsidiary of Parent ("Merger Sub") in exchange for cash consideration of $2.75 per share, without interest (less any applicable withholding taxes). Pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation (the "Merger").
- [F2]Tallwood Partners, LLC ("Partners") is the direct owner of the shares reported. The Banatao Living Trust DTD 7/21/99 ("Trust") is the managing partner of Partners. The Reporting Person, as a trustee of the Banatao Living Trust DTD 7/21/99, directly or indirectly, holds 100% of the membership interests in Tallwood Partners, LLC, and holds shared voting and dispositive power over the securities held by this entity, but disclaims such beneficial ownership except to the extent of his pecuniary interest therein. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Person is the beneficial owner of these shares.
- [F3]Tallwood III Annex, L.P. ("Tallwood III Annex") Tallwood III, L.P. ("Tallwood III"), Tallwood III Partners, L.P. ("Tallwood III Partners"), Tallwood III Associates, L.P. ("Tallwood III Associates" and, together with Tallwood III Annex, Tallwood III and Tallwood III Partners, the "Tallwood Funds") directly own 1,818,789, 5,845,193, 740,180 and 45,287 shares of Common Stock of the Company, respectively. (Continued in Footnote 4.)
- [F4]Tallwood III Management, LLC ("Tallwood Management") is the general partner of Tallwood III, Tallwood III Partners, and Tallwood III Associates. Tallwood III Annex Management, LLC ("Tallwood Annex Management") is the general partner of Tallwood III Annex. Tallwood Management may be deemed to share voting and dispositive power with respect to the shares owned by Tallwood III, Tallwood III Partners, and Tallwood III Associates, but disclaim such beneficial ownership except to the extent of its pecuniary interest therein. Tallwood Annex Management may be deemed to share voting and dispositive power with respect to the shares owned by Tallwood III Annex, but disclaim such beneficial ownership except to the extent of its pecuniary interest therein. (Continued in Footnote 5.)
- [F5]The Reporting Person is a managing member of Tallwood Management and Tallwood Annex Management and may be deemed to share voting and dispositive power with respect to the shares owned by the Tallwood Funds, but disclaims such beneficial ownership except to the extent of his pecuniary interest therein. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, that the Reporting Person is the beneficial owner of these shares.
- [F6]The Tallwood Funds are parties to a stockholder agreement with respect to the securities of the Company, and as a result of which each such entity may be deemed to be a member of a group with respect to the securities of the Company owned by such entities. However, each Tallwood Fund disclaims membership in any such group and disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein.
- [F7]The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, that the Reporting Person is the beneficial owner of these securities.
- [F8]This Director Stock Option, which provided for vesting in 12 equal monthly installments beginning on May 28, 2015, was cancelled on the effective date of the Merger in exchange for a cash payment representing the difference between the exercise price of such stock option and $2.75 per share.
Documents
Issuer
IKANOS COMMUNICATIONS, INC.
CIK 0001219210
Entity typeoperating
Related Parties
1- filerCIK 0001219210
Filing Metadata
- Form type
- 4
- Filed
- Sep 28, 8:00 PM ET
- Accepted
- Sep 29, 4:56 PM ET
- Size
- 14.1 KB