0001289430-11-000062.txt : 20110524 0001289430-11-000062.hdr.sgml : 20110524 20110524182418 ACCESSION NUMBER: 0001289430-11-000062 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110524 FILED AS OF DATE: 20110524 DATE AS OF CHANGE: 20110524 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LAZAR JACK R CENTRAL INDEX KEY: 0001277624 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50534 FILM NUMBER: 11869087 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ATHEROS COMMUNICATIONS INC CENTRAL INDEX KEY: 0001140486 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770485570 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5480 GREAT AMERICA PARKWAY CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 408-773-5200 MAIL ADDRESS: STREET 1: 5480 GREAT AMERICA PARKWAY CITY: SANTA CLARA STATE: CA ZIP: 95054 4 1 edgar.xml PRIMARY DOCUMENT X0303 4 2011-05-24 1 0001140486 ATHEROS COMMUNICATIONS INC ATHR 0001277624 LAZAR JACK R C/O ATHEROS COMMUNICATIONS, INC. 1700 TECHNOLOGY DRIVE SAN JOSE, CA 95110 0 1 0 0 CFO and Senior VP Common Stock 2011-05-24 4 A 0 37500 0 A 178639 D Common Stock 2011-05-24 4 D 0 20000 0 D 178639 D Common Stock 2011-05-24 4 D 0 116376 0 D 62263 D Common Stock 2011-05-24 4 D 0 62263 45.00 D 0 D Employee Stock Options (right to buy) 2.26 2011-05-24 4 D 0 26547 0 D 2013-10-02 Common Stock 26547 0 D Employee Stock Options (right to buy) 24.40 2011-05-24 4 D 0 22500 0 D 2014-02-01 Common Stock 22500 0 D Employee Stock Options (right to buy) 27.37 2011-05-24 4 D 0 45000 0 D 2015-02-12 Common Stock 45000 0 D Employee Stock Options (right to buy) 34.02 2011-05-24 5 D 0 50000 0 D 2017-02-10 Common Stock 50000 0 D Consists of restricted stock units ("RSUs") that were granted on 5/24/2011. Consists of RSUs that were granted on 1/16/2011, that would vest subject to the Issuer's satisfaction of certain performance criteria for the fiscal year ended 12/31/2011; provided, however, that upon the closing of the merger contemplated by that certain Agreement and Plan of Merger dated as of January 5, 2011 (the "Merger Agreement"), by and among the Issuer, Qualcomm Incorporated ("Qualcomm") and T Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Qualcomm ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer with the Issuer surviving as a wholly owned subsidiary of Qualcomm (the "Merger"), these RSUs were cancelled and converted into RSUs for a number of shares of Qualcomm common stock determined by multiplying the number of shares of Issuer common stock subject to these RSUs by approximately 0.791. These RSUs will vest on a time-based schedule. Consists of RSUs that were cancelled and converted into RSUs for a number of shares of Qualcomm common stock determined by multiplying the number of shares of Issuer common stock subject to these RSUs by approximately 0.791, subject to substantially the same terms and conditions as applied to these RSUs, pursuant to the Merger Agreement. Disposed of pursuant to the Merger Agreement in exchange for $45.00 per share on the effective date of the Merger. The options are fully vested. This option was cancelled and converted into an option to purchase a number of shares of Qualcomm common stock determined by multiplying the number of shares of Issuer common stock underlying the option by approximately 0.791, subject to substantially the same terms and conditions as applied to these options, pursuant to the Merger Agreement. The options become exercisable in 48 equal monthly installments commencing on 3/13/2008. The options become exercisable in 48 equal monthly installments commencing on 3/11/2010. Bruce P. Johnson, Attorney-in-fact 2011-05-24