MEMSIC Inc 4

Accession 0001437749-13-012167

CIK 0001386198operating

Filed

Sep 19, 8:00 PM ET

Accepted

Sep 20, 12:50 PM ET

Size

19.7 KB

Accession

0001437749-13-012167

Form 4

Period: 2013-09-17

DirectorCHIEF EXECUTIVE OFFICER

Transactions

Sale
Common Stock
2013-09-17$4.22/sh−18,596$78,568→ 0 total(indirect: See Footnote)
Sale
Stock Option (right to buy)
2013-09-17$4.22/sh−100,000$422,500→ 0 total
Exercise: $2.53From: 2012-08-08Exp: 2018-08-08→ Common Stock (100,000 underlying)
Sale
Stock Option (right to buy)
2013-09-17$4.22/sh−280,000$1,183,000→ 0 total
Exercise: $2.15From: 2016-05-20Exp: 2022-05-20→ Common Stock (280,000 underlying)
Other
Stock Option (right to buy)
2013-09-17−250,000→ 0 total
Exercise: $11.70From: 2011-10-03Exp: 2017-10-03→ Common Stock (250,000 underlying)
Sale
Common Stock
2013-09-17$4.22/sh−467,058$1,973,320→ 0 total
Sale
Stock Option (right to buy)
2013-09-17$4.22/sh−46,250$195,406→ 0 total
Exercise: $0.30From: 2009-01-01Exp: 2015-01-01→ Common Stock (46,250 underlying)
Sale
Stock Option (right to buy)
2013-09-17$4.22/sh−200,000$845,000→ 0 total
Exercise: $3.41From: 2015-04-04Exp: 2021-04-04→ Common Stock (200,000 underlying)
Other
Stock Option (right to buy)
2013-09-17−250,000→ 0 total
Exercise: $11.70From: 2014-10-03Exp: 2017-10-03→ Common Stock (250,000 underlying)

Footnotes (4)

[F1]Pursuant to the terms of the Agreement and Plan of Merger, dated April 22, 2013, by and among MZ Investment Holdings Limited ("Parent"), MZ Investment Holdings Merger Sub Limited and MEMSIC, Inc. (the "Merger Agreement"; capitalized terms used but not defined herein have the meanings assigned to them in the Merger Agreement), at the Effective Time, each share of common stock of the Company held by the Reporting Person was cancelled and converted automatically into the right to receive $4.225 in cash. In connection with the closing of the Merger, the Reporting Person rolled over certain of their existing equity interests in the Company into equity shares of Parent.
[F2]Pursuant to the terms of the Merger Agreement, Common stock held by the reporting person as trustee of the Yang Zhao Children's Grantor Retained Annuity Trust was cancelled and converted authomatically into the right to receive $4.225 in cash.
[F3]Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company Options held by the reporting person were converted into the right to receive an amount in cash equal to the product of (i) the excess, if any, of $4.225 per Common Share over the exercise price per Common Share of such Company Option multiplied by (ii) the total number of Common Shares subject to such Company Options (without regard to vesting).
[F4]Pursuant to the terms of the Merger Agreement, at the Effective Time, out of money stock options were canceled.

Documents

1 file

MEMSIC Inc

CIK 0001386198

Entity typeoperating