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4//SEC Filing

ENTROPIC COMMUNICATIONS INC 4

Accession 0001417606-15-000040

CIK 0001227930operating

Filed

May 3, 8:00 PM ET

Accepted

May 4, 11:53 AM ET

Size

12.3 KB

Accession

0001417606-15-000040

Insider Transaction Report

Form 4
Period: 2015-04-30
RHODES F MATTHEW
Sr VP, Global Marketing
Transactions
  • Disposition to Issuer

    Non-Qualified Stock Option (right to buy)

    2015-04-30190,0000 total
    Exercise: $4.29Exp: 2023-09-09Common Stock (190,000 underlying)
  • Disposition to Issuer

    Non-Qualified Stock Option (right to buy)

    2015-04-3060,0000 total
    Exercise: $3.86Exp: 2024-04-11Common Stock (60,000 underlying)
  • Disposition to Issuer

    Common Stock

    2015-04-309,5400 total
  • Disposition to Issuer

    Restricted Stock Unit

    2015-04-3057,5000 total
    Common Stock (57,500 underlying)
Footnotes (4)
  • [F1]Disposed of pursuant to the Agreement and Plan of Merger and Reorganization dated as of February 3, 2015 (the Merger Agreement, and the transactions contemplated therein, the Merger), by and among the Issuer, MaxLinear, Inc. (MaxLinear), Excalibur Acquisition Corporation and Excalibur Subsidiary, LLC, whereby each share of Issuer common stock was canceled in exchange for a cash payment of $1.20 per share and .2200 of a share of MaxLinear Class A Common Stock, with fractional shares being paid in cash. The market value of MaxLinear Class A Common Stock received under the Merger Agreement was $8.53 per share on the effective date of the Merger.
  • [F2]1/4th of the shares vested one year after the Vesting Commencement Date beginning 4/11/14. 1/48th of the shares vest monthly thereafter over the next three years. The option was assumed by MaxLinear in the Merger and replaced with an option to purchase 21,493 shares of MaxLinear Class A Common Stock with an exercise price of $10.78 per share.
  • [F3]1/4th of the shares vested one year after the Vesting Commencement Date beginning 9/9/13. 1/48th of the shares vest monthly thereafter over the next three years. The option was assumed by MaxLinear in the Merger and replaced with an option to purchase 68,062 shares of MaxLinear Class A Common Stock with an exercise price of $11.98 per share.
  • [F4]The RSU represents a contingent right to receive Issuer common stock on a one-for-one basis. The RSU, which vests in equal annual installments, was assumed by MaxLinear in the Merger and converted into restricted stock units representing a contingent right to receive an aggregate of 20,597 shares of the Class A Common Stock of MaxLinear on the same terms and conditions (including with respect to vesting and exercisability) as were applicable to the RSU prior to the consummation of the Merger.

Issuer

ENTROPIC COMMUNICATIONS INC

CIK 0001227930

Entity typeoperating
IncorporatedDE

Related Parties

1
  • filerCIK 0001227930

Filing Metadata

Form type
4
Filed
May 3, 8:00 PM ET
Accepted
May 4, 11:53 AM ET
Size
12.3 KB