| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NETLOGIC MICROSYSTEMS INC [ NETL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/17/2012 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 02/17/2012 | D | 10,000 | D | (1)(2) | 51,500 | D | |||
| Common Stock | 02/17/2012 | D | 10,000 | D | (1)(3) | 41,500 | D | |||
| Common Stock | 02/17/2012 | D | 8,750 | D | (1)(4) | 32,750 | D | |||
| Common Stock | 02/17/2012 | D | 8,750 | D | (1)(5) | 24,000 | D | |||
| Common Stock | 02/17/2012 | D | 12,000 | D | (1)(6) | 12,000 | D | |||
| Common Stock | 02/17/2012 | D | 12,000 | D | (1)(7) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $13.93 | 02/17/2012 | D | 1,650 | (8) | 01/06/2018 | Common Stock | 1,650 | (9) | 0 | D | ||||
| Stock Option (right to buy) | $10.95 | 02/17/2012 | D | 20,000 | (10) | 01/04/2019 | Common Stock | 20,000 | (9) | 0 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the merger agreement (the "Merger Agreement") among the issuer, Broadcom Corporation ("Broadcom") and I&N Acquisition Corp., this restricted stock unit (RSU) award was assumed by Broadcom and converted into an RSU award for a number of shares of Broadcom common stock equal to the product (rounded down to the nearest whole share) of (a) the unissued number of issuer shares subject to such award, multiplied by (b) a fraction (the "Option Ratio"), the numerator of which is 50, and the denominator of which is the volume weighted average price for a share of Broadcom common stock for the five trading days immediately prior to (and excluding) February 17, 2012, as reported by Bloomberg, L.P. |
| 2. This RSU award provided for vesting in full on May 5, 2012. |
| 3. This RSU award provided for vesting in full on November 5, 2012. |
| 4. This RSU award provided for vesting in full on May 15, 2013. |
| 5. This RSU award provided for vesting in full on November 15, 2013. |
| 6. This RSU award provided for vesting in full on May 15, 2014. |
| 7. This RSU award provided for vesting in full on November 15, 2013. |
| 8. This option provided for vesting at the rate of 1/12th of the shares subject to the option at the end of each calendar month during 2011. |
| 9. Pursuant to the Merger Agreement, this option was assumed by Broadcom and converted into an option to purchase a number of shares of Broadcom common stock equal to the product (rounded down to the nearest whole share) of (a) the number of issuer shares issuable upon exercise in full of such option, multiplied by (b) the Option Ratio, at a proportionately reduced exercise price per share. |
| 10. This option provided for vesting at the rate of 1/12th of the shares subject to the option at the end of each calendar month during 2012. |
| Remarks: |
| /s/ Roland B. Cortes, by power of attorney | 02/17/2012 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||