4//SEC Filing
MEMSIC Inc 4
Accession 0001437749-13-012178
CIK 0001386198operating
Filed
Sep 19, 8:00 PM ET
Accepted
Sep 20, 3:23 PM ET
Size
17.0 KB
Accession
0001437749-13-012178
Insider Transaction Report
Form 4
MEMSIC IncMEMS
Tung Michael
Director
Transactions
- Sale
Common Stock
2013-09-17$4.22/sh−1,285,551$5,431,453→ 0 total(indirect: by Investar Semiconductor Development Fund, Inc.) - Sale
Stock Option (right to buy)
2013-09-17$4.22/sh−12,000$50,700→ 0 totalExercise: $3.35From: 2014-05-12Exp: 2020-05-12→ Common Stock (12,000 underlying) - Other
Stock Option (right to buy)
2013-09-17−12,000→ 0 totalExercise: $6.40From: 2012-03-12Exp: 2018-03-12→ Common Stock (12,000 underlying) - Sale
Common Stock
2013-09-17$4.22/sh−15,000$63,375→ 0 total - Sale
Stock Option (right to buy)
2013-09-17$4.22/sh−12,000$50,700→ 0 totalExercise: $1.75From: 2013-03-12Exp: 2019-03-12→ Common Stock (12,000 underlying) - Sale
Common Stock
2013-09-17$4.22/sh−15,000$63,375→ 0 total - Sale
Common Stock
2013-09-17$4.22/sh−1,072,069$4,529,492→ 0 total(indirect: by Investar Semiconductor Development Fund (II) LDC)
Footnotes (5)
- [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.
- [F2]Pursuant to the terms of the Merger Agreement, at the Effective Time, the RSUs held by the Reporting Person were converted into the right to receive an amount in cash equal to $4.225 per RSU.
- [F3]Includes 1,285,551 shares held by InveStar Semiconductor Development Fund, Inc., and 1,072,069 shares held by InveStar Semiconductor Development Fund, Inc. (II) LCD, together the "InveStar Funds". InveStar Capital, Inc., a Cayman Islands limited liability company, acts as investment manager of InveStar Funds and exercises investment control over the shares held by such entities. Michael Tung is the chief financial officer and managing partner of InveStar Capital, Inc. InveStar Capital, Inc. and Mr. Tung may be deemed to beneficially own the shares held by InveStar Funds and each disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.
- [F4]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).
- [F5]Pursuant to the terms of the Merger Agreement, at the Effective Time, out of money stock options were canceled.
Documents
Issuer
MEMSIC Inc
CIK 0001386198
Entity typeoperating
Related Parties
1- filerCIK 0001386198
Filing Metadata
- Form type
- 4
- Filed
- Sep 19, 8:00 PM ET
- Accepted
- Sep 20, 3:23 PM ET
- Size
- 17.0 KB