4//SEC Filing
INTERNATIONAL RECTIFIER CORP /DE/ 4
Accession 0001242609-15-000031
CIK 0000316793operating
Filed
Jan 12, 7:00 PM ET
Accepted
Jan 13, 6:36 PM ET
Size
25.1 KB
Accession
0001242609-15-000031
Insider Transaction Report
Form 4
Daskal Ilan
Executive Vice President & CFO
Transactions
- Disposition to Issuer
Performance Restricted Stock Units
2015-01-13−31,960→ 0 totalExercise: $0.00From: 2017-06-25Exp: 2017-12-25→ Common Stock (31,960 underlying) - Disposition to Issuer
Restricted Stock Units
2015-01-13−20,000→ 0 totalExercise: $0.00From: 2015-06-26Exp: 2017-06-26→ Common Stock (20,000 underlying) - Disposition to Issuer
Performance Restricted Stock Units
2015-01-13−25,480→ 0 totalExercise: $0.00From: 2016-06-26Exp: 2016-06-26→ Common Stock (25,480 underlying) - Disposition to Issuer
Performance Restricted Stock Units
2015-01-13−29,250→ 0 totalExercise: $0.00From: 2017-06-26Exp: 2017-06-26→ Common Stock (29,250 underlying) - Disposition to Issuer
Restricted Stock Units
2015-01-13−5,000→ 0 totalExercise: $0.00From: 2015-06-21Exp: 2015-06-21→ Common Stock (5,000 underlying) - Disposition to Issuer
Performance Restricted Stock Units
2015-01-13−27,600→ 0 totalExercise: $0.00From: 2015-06-28Exp: 2015-06-28→ Common Stock (27,600 underlying) - Disposition to Issuer
Common Stock
2015-01-13$40.00/sh−17,357$694,280→ 0 total - Disposition to Issuer
Restricted Stock Units
2015-01-13−14,000→ 0 totalExercise: $0.00From: 2015-06-27Exp: 2016-06-27→ Common Stock (14,000 underlying)
Footnotes (8)
- [F1]On January 13, 2015, Infineon Technologies AG., a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany ("Infineon"), acquired the issuer pursuant to that certain agreement and plan of merger among issuer, Infineon and Surf Merger Sub, Inc., a Delaware corporation and wholly owned subsidiay of Infineon ("Merger Sub"), dated as of August 20, 2014 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the issuer (the "Merger"), with the issuer surviving the Merger as a wholly owned subsidiary of Infineon. At the effective time of the Merger, each outstanding share of the issuer's common stock was converted into the right to receive $40.00 in cash (the "per-share merger consideration"). The Merger is more fully described in the issuer's Proxy Statement filed with the SEC on October 7, 2014.
- [F2]These service-based Restricted Stock Units, which provide for vesting in three equal annual installments on each of June 21, 2013, June 21, 2014 and June 21, 2015 were cancelled at the effective time of the Merger, in exchange for a cash amount equal to the per-share merger consideration multiplied by the number of Restricted Stock Units to be paid out as soon as administratively practicable following the effective time of the Merger.
- [F3]These service-based Restricted Stock Units, which provide for vesting in three equal annual installments on each of June 27, 2014, June 27, 2015 and June 27, 2016 were cancelled at the effective time of the Merger, in exchange for a cash amount equal to the per-share merger consideration multiplied by the number of Restricted Stock Units to be paid out as soon as administratively practicable following the effective time of the Merger.
- [F4]These service-based Restricted Stock Units, which provide for vesting in three equal annual installments on each of June 26, 2015, June 26, 2016 and June 26, 2017 were cancelled at the effective time of the Merger, in exchange for a cash amount equal to the per-share merger consideration multiplied by the number of Restricted Stock Units to be paid out as soon as administratively practicable following the effective time of the Merger.
- [F5]These performance-based units were scheduled to vest at the end of the issuer's fiscal year 2015, subject to the achievement of certain average stock price goals for fiscal year 2015. Pursuant to the terms of the applicable award agreement, the performance period was shortened to end at the effective time of the Merger and, based on performance as of the closing date of the Merger, the applicable performance goals were achieved at maximum level. In accordance with the terms of the Merger Agreement, the units were cancelled at the effective time of the Merger in exchange for a cash amount equal to the per-share merger consideration multiplied by the number of units and the cash amount will be paid out as soon as administratively practicable following the effective time of the Merger.
- [F6]These performance-based units were scheduled to vest at the end of the issuer's fiscal year 2016, subject to the achievement of certain average stock price goals in the fourth quarter of fiscal year 2016. Pursuant to the terms of the applicable award agreement, the performance period was shortened to end at the effective time of the Merger and, based on performance as of the closing date of the Merger, the applicable performance goals were achieved at maximum level. In accordance with the terms of the Merger Agreement, the units were cancelled at the effective time of the Merger in exchange for a cash amount equal to the per-share merger consideration multiplied by the number of units and the cash amount will be paid out as soon as administratively practicable following the effective time of the Merger.
- [F7]These performance-based units vest one year after the issuer's average stock price reaches certain established levels for a consecutive 125 day period prior to the end of the issuer's fiscal year 2016. The established levels were achieved prior to the effective time of the Merger and, in accordance with the terms of the Merger Agreement, the units were cancelled at the effective time of the Merger in exchange for a cash amount equal to the per-share merger consideration multiplied by the number of units and the cash amount will be paid out as soon as administratively practicable following the effective time of the Merger.
- [F8]These performance-based units were scheduled to vest at the end of the first quarter of the issuer's fiscal year 2018 (or the fiscal quarters immediately before and after) subject to the achievement of certain average stock price goals in such applicable fiscal quarters. Pursuant to the terms of the applicable award agreement, the performance period was shortened to end at the effective time of the Merger and, based on performance as of the closing date of the Merger, the applicable performance goals were achieved at maximum level. In accordance with the terms of the Merger Agreement, the units were cancelled at the effective time of the Merger in exchange for a cash amount equal to the per-share merger consideration multiplied by the number of units and the cash amounts will be paid out as soon as administratively practicable following the effective time of the Merger.
Documents
Issuer
INTERNATIONAL RECTIFIER CORP /DE/
CIK 0000316793
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000316793
Filing Metadata
- Form type
- 4
- Filed
- Jan 12, 7:00 PM ET
- Accepted
- Jan 13, 6:36 PM ET
- Size
- 25.1 KB