4//SEC Filing
OMNIVISION TECHNOLOGIES INC 4
Accession 0001437749-16-024347
CIK 0001106851operating
Filed
Jan 28, 7:00 PM ET
Accepted
Jan 29, 8:04 PM ET
Size
28.7 KB
Accession
0001437749-16-024347
Insider Transaction Report
Form 4
Rhodes Howard E.
VP of Process Engineering
Transactions
- Disposition to Issuer
Common Stock
2016-01-29$29.75/sh−27,012$803,607→ 0 total - Disposition to Issuer
Stock Option
2016-01-29−27,606→ 0 totalExercise: $13.34From: 2013-07-01Exp: 2019-07-01→ Common Stock (27,606 underlying) - Disposition to Issuer
Stock Option
2016-01-29−25,000→ 0 totalExercise: $26.13From: 2016-07-01Exp: 2022-07-01→ Common Stock (25,000 underlying) - Disposition to Issuer
Stock Option
2016-01-29−31,912→ 0 totalExercise: $21.84From: 2011-07-01Exp: 2017-07-01→ Common Stock (31,912 underlying) - Disposition to Issuer
Stock Option
2016-01-29−53,000→ 0 totalExercise: $18.47From: 2014-07-01Exp: 2020-07-01→ Common Stock (53,000 underlying) - Disposition to Issuer
Stock Option
2016-01-29−50,000→ 0 totalExercise: $34.80From: 2012-07-01Exp: 2018-07-01→ Common Stock (50,000 underlying) - Disposition to Issuer
Stock Option
2016-01-29−41,000→ 0 totalExercise: $22.68From: 2015-07-01Exp: 2021-07-01→ Common Stock (41,000 underlying) - Disposition to Issuer
Restricted Stock Unit
2016-01-29−20,000→ 0 totalExercise: $0.00From: 2015-07-01→ Common Stock (20,000 underlying) - Disposition to Issuer
Restricted Stock Unit
2016-01-29−14,746→ 0 totalExercise: $0.00From: 2014-07-01→ Common Stock (14,746 underlying)
Footnotes (12)
- [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]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.
- [F11]Pursuant to the terms of the Merger Agreement and in connection with the Merger, the restricted stock units covering 14,746 shares of Issuer common stock were cancelled in exchange for $29.75 per share without interest and less applicable withholding taxes.
- [F12]Pursuant to the terms of the Merger Agreement and in connection with the Merger, the restricted stock units covering 20,000 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 date of grant and 1/48th of the shares underlying the options become exercisable each month thereafter.
- [F3]Pursuant to the terms of the Merger Agreement and in connection with the Merger, this option, which covered 31,912 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.
- [F4]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 50,000 shares of Issuer common stock, was assumed and exchanged for an option to purchase 50,000 shares of Seagull Investment Holdings Limited, a Cayman Islands exempted limited company and the ultimate parent of Investor ("Investor Parent").
- [F5]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 6,627 shares of Issuer common stock, was assumed and exchanged for an option to purchase 6,627 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 20,979 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.
- [F6]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 19,876 shares of Issuer common stock, was assumed and exchanged for an option to purchase 19,876 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 33,124 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.
- [F7]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 25,626 shares of Issuer common stock, was assumed and exchanged for an option to purchase 25,626 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 15,374 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.
- [F8]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 25,000 shares of Issuer common stock, was assumed and exchanged for an option to purchase 25,000 shares of Seagull Investment Holdings Limited, a Cayman Islands exempted limited company and the ultimate parent of Investor ("Investor Parent").
- [F9]Represents the par value of Issuer's common stock.
Documents
Issuer
OMNIVISION TECHNOLOGIES INC
CIK 0001106851
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001106851
Filing Metadata
- Form type
- 4
- Filed
- Jan 28, 7:00 PM ET
- Accepted
- Jan 29, 8:04 PM ET
- Size
- 28.7 KB