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
MEMSIC Inc [ MEMS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/17/2013 | ||||||||||||||||||||||||||
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 | 09/17/2013 | S | 15,000 | D | $4.225(1) | 0 | D | |||
Common Stock | 09/17/2013 | S | 15,000 | D | $4.225(2) | 0 | D | |||
Common Stock | 09/17/2013 | S | 1,285,551 | D | $4.225(1) | 0 | I | by Investar Semiconductor Development Fund, Inc.(3) | ||
Common Stock | 09/17/2013 | S | 1,072,069 | D | $4.225(1) | 0 | I | by Investar Semiconductor Development Fund (II) LDC(3) |
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) | $1.75 | 09/17/2013 | S | 12,000 | 03/12/2013 | 03/12/2019 | Common Stock | 12,000(4) | $4.225 | 0 | D | ||||
Stock Option (right to buy) | $3.35 | 09/17/2013 | S | 12,000 | 05/12/2014 | 05/12/2020 | Common Stock | 12,000(4) | $4.225 | 0 | D | ||||
Stock Option (right to buy) | $6.4 | 09/17/2013 | J | 12,000 | 03/12/2012 | 03/12/2018 | Common Stock | 12,000(5) | $0 | 0 | D |
Explanation of Responses: |
1. 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. |
2. 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. |
3. 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. |
4. 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). |
5. Pursuant to the terms of the Merger Agreement, at the Effective Time, out of money stock options were canceled. |
/s/ Michael Tung | 09/20/2013 | |
** 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. |