OMNIVISION TECHNOLOGIES INC 4

Accession 0001437749-16-024338

CIK 0001106851operating

View on SEC.gov Company Profile

Filed

Jan 28, 7:00 PM ET

Accepted

Jan 29, 7:50 PM ET

Size

39.5 KB

Accession

0001437749-16-024338

Insider Transaction Report

Form 4

Period: 2016-01-29

OMNIVISION TECHNOLOGIES INCOVTI

HONG SHAW

DirectorPresident/C.E.O

Transactions

Disposition to Issuer
Restricted Stock Unit
2016-01-29−29,493→ 0 total
Exercise: $0.00From: 2014-07-01→ Common Stock (29,493 underlying)
Disposition to Issuer
Restricted Stock Unit
2016-01-29−59,333→ 0 total
Exercise: $0.00From: 2015-07-01→ Common Stock (59,333 underlying)
Disposition to Issuer
Stock Option
2016-01-29−85,000→ 0 total
Exercise: $25.56From: 2007-07-01Exp: 2016-06-12→ Common Stock (85,000 underlying)
Disposition to Issuer
Stock Option
2016-01-29−19,339→ 0 total
Exercise: $11.95From: 2009-07-01Exp: 2018-07-01→ Common Stock (19,339 underlying)
Disposition to Issuer
Stock Option
2016-01-29−131,000→ 0 total
Exercise: $34.80From: 2012-07-01Exp: 2018-07-01→ Common Stock (131,000 underlying)
Disposition to Issuer
Stock Option
2016-01-29−138,000→ 0 total
Exercise: $13.34From: 2013-07-01Exp: 2019-07-01→ Common Stock (138,000 underlying)
Disposition to Issuer
Stock Option
2016-01-29−138,000→ 0 total
Exercise: $18.47From: 2014-07-01Exp: 2020-07-01→ Common Stock (138,000 underlying)
Disposition to Issuer
Stock Option
2016-01-29−138,000→ 0 total
Exercise: $22.68From: 2015-07-01Exp: 2021-07-01→ Common Stock (138,000 underlying)
Disposition to Issuer
Stock Option
2016-01-29−240,690→ 0 total
Exercise: $26.13From: 2016-07-01Exp: 2022-07-01→ Common Stock (240,690 underlying)
Disposition to Issuer
Common Stock
2016-01-29$29.75/sh−294,580$8,763,755→ 0 total(indirect: By Trust)
Disposition to Issuer
Stock Option
2016-01-29−22,000→ 0 total
Exercise: $14.93From: 2008-07-01Exp: 2017-05-30→ Common Stock (22,000 underlying)
Disposition to Issuer
Stock Option
2016-01-29−55,276→ 0 total
Exercise: $10.41From: 2010-07-01Exp: 2019-07-01→ Common Stock (55,276 underlying)
Disposition to Issuer
Stock Option
2016-01-29−110,600→ 0 total
Exercise: $21.84From: 2011-07-01Exp: 2017-07-01→ Common Stock (110,600 underlying)

Footnotes (17)

[F1]Pursuant to the terms of the Agreement and Plan of Merger dated April 30, 2015 by and among Seagull International Limited, a Cayman Islands exempted limited company ("Investor"), Seagull Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Investor ("Acquisition Sub"), and OmniVision Technologies, Inc., a Delaware corporation (the "Issuer"), as amended by Amendment No. 1 dated October 30, 2015 (as amended, the "Merger Agreement"), Acquisition Sub merged with and into the Issuer (the "Merger"), and in connection therewith the Reporting Person disposed of these shares in exchange for $29.75 per share without interest and less applicable withholding taxes.
[F10]Pursuant to the terms of the Merger Agreement and in connection with the Merger, the (i) unvested portion of this option and (ii) the portion of this option that was vested and outstanding as of immediately prior to the effective time of the Merger and that had a per share exercise price greater than or equal to $29.75, which in aggregate covered 17,251 shares of Issuer common stock, was assumed and exchanged for an option to purchase 17,251 shares of Seagull Investment Holdings Limited, a Cayman Islands exempted limited company and the ultimate parent of Investor ("Investor Parent"). The remaining portion of this option, which covered 120,749 shares of Issuer common stock, was not assumed by Investor and was cancelled in exchange for a cash payment, without interest and less applicable withholding taxes, representing the excess of $29.75 over the exercise price of the option multiplied by the number of shares subject to this portion of the option.
[F11]Pursuant to the terms of the Merger Agreement and in connection with the Merger, the (i) unvested portion of this option and (ii) the portion of this option that was vested and outstanding as of immediately prior to the effective time of the Merger and that had a per share exercise price greater than or equal to $29.75, which in aggregate covered 51,750 shares of Issuer common stock, was assumed and exchanged for an option to purchase 51,750 shares of Seagull Investment Holdings Limited, a Cayman Islands exempted limited company and the ultimate parent of Investor ("Investor Parent"). The remaining portion of this option, which covered 86,250 shares of Issuer common stock, was not assumed by Investor and was cancelled in exchange for a cash payment, without interest and less applicable withholding taxes, representing the excess of $29.75 over the exercise price of the option multiplied by the number of shares subject to this portion of the option.
[F12]Pursuant to the terms of the Merger Agreement and in connection with the Merger, the (i) unvested portion of this option and (ii) the portion of this option that was vested and outstanding as of immediately prior to the effective time of the Merger and that had a per share exercise price greater than or equal to $29.75, which in aggregate covered 86,250 shares of Issuer common stock, was assumed and exchanged for an option to purchase 86,250 shares of Seagull Investment Holdings Limited, a Cayman Islands exempted limited company and the ultimate parent of Investor ("Investor Parent"). The remaining portion of this option, which covered 51,750 shares of Issuer common stock, was not assumed by Investor and was cancelled in exchange for a cash payment, without interest and less applicable withholding taxes, representing the excess of $29.75 over the exercise price of the option multiplied by the number of shares subject to this portion of the option.
[F13]Pursuant to the terms of the Merger Agreement and in connection with the Merger, the (i) unvested portion of this option and (ii) the portion of this option that was vested and outstanding as of immediately prior to the effective time of the Merger and that had a per share exercise price greater than or equal to $29.75, which in aggregate covered 240,690 shares of Issuer common stock, was assumed and exchanged for an option to purchase 240,690 shares of Seagull Investment Holdings Limited, a Cayman Islands exempted limited company and the ultimate parent of Investor ("Investor Parent").
[F14]Represents the par value of Issuer's common stock.
[F15]One-Third of the Restricted Stock Units will vest on the first anniversary of the Vesting Commencement Date, and one-third of the Restricted Stock Units will vest on each of the second and third anniversaries of the Vesting Commencement Date, provided, however, that in each case Participant remains a Service Provider through each vesting date.
[F16]Pursuant to the terms of the Merger Agreement and in connection with the Merger, the restricted stock units covering 29,493 shares of Issuer common stock were cancelled in exchange for $29.75 per share without interest and less applicable withholding taxes.
[F17]Pursuant to the terms of the Merger Agreement and in connection with the Merger, the restricted stock units covering 59,333 shares of Issuer common stock were cancelled in exchange for $29.75 per share without interest and less applicable withholding taxes.
[F2]1/4th of the shares underlying the options become vested and exercisable one year from the vesting base date and 1/48th of the shares underlying the options become exercisable each month thereafter.
[F3]1/4th of the shares underlying the options become vested and exercisable one year from the date of grant and 1/48th of the shares underlying the options become exercisable each month thereafter.
[F4]Pursuant to the terms of the Merger Agreement and in connection with the Merger, this option, which covered 85,000 shares of Issuer common stock, was cancelled in exchange for a cash payment, without interest and less applicable withholding taxes, representing the excess of $29.75 over the exercise price of the option multiplied by the number of shares subject to this option.
[F5]Pursuant to the terms of the Merger Agreement and in connection with the Merger, this option, which covered 22,000 shares of Issuer common stock, was cancelled in exchange for a cash payment, without interest and less applicable withholding taxes, representing the excess of $29.75 over the exercise price of the option multiplied by the number of shares subject to this option.
[F6]Pursuant to the terms of the Merger Agreement and in connection with the Merger, this option, which covered 19,339 shares of Issuer common stock, was cancelled in exchange for a cash payment, without interest and less applicable withholding taxes, representing the excess of $29.75 over the exercise price of the option multiplied by the number of shares subject to this option.
[F7]Pursuant to the terms of the Merger Agreement and in connection with the Merger, this option, which covered 55,276 shares of Issuer common stock, was cancelled in exchange for a cash payment, without interest and less applicable withholding taxes, representing the excess of $29.75 over the exercise price of the option multiplied by the number of shares subject to this option.
[F8]Pursuant to the terms of the Merger Agreement and in connection with the Merger, this option, which covered 110,600 shares of Issuer common stock, was cancelled in exchange for a cash payment, without interest and less applicable withholding taxes, representing the excess of $29.75 over the exercise price of the option multiplied by the number of shares subject to this option.
[F9]Pursuant to the terms of the Merger Agreement and in connection with the Merger, the (i) unvested portion of this option and (ii) the portion of this option that was vested and outstanding as of immediately prior to the effective time of the Merger and that had a per share exercise price greater than or equal to $29.75, which in aggregate covered 131,000 shares of Issuer common stock, was assumed and exchanged for an option to purchase 131,000 shares of Seagull Investment Holdings Limited, a Cayman Islands exempted limited company and the ultimate parent of Investor ("Investor Parent").

Documents

1 file

4
rdgdoc.xmlPrimary
FORM 4

Issuer

OMNIVISION TECHNOLOGIES INC

CIK 0001106851

→

Entity typeoperating

IncorporatedDE

Related Parties

filerCIK 0001106851

Filing Metadata

Form type: 4
Filed: Jan 28, 7:00 PM ET
Accepted: Jan 29, 7:50 PM ET
Size: 39.5 KB

View on SEC.gov