| 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
ON Semiconductor Connectivity Solutions, Inc. [ QTNA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/19/2019 | ||||||||||||||||||||||||||
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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 | 06/19/2019 | A | 41,670(1) | A | $0.00 | 342,402 | D | |||
| Common Stock | 06/19/2019 | D | 342,402 | D | (2)(3) | 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 | ||||||||
| Employee Stock Option (right to buy) | $1 | 06/19/2019 | D | 12,700 | (4) | 10/07/2021 | Common Stock | 12,700 | $0.00 | 0 | D | ||||
| Employee Stock Option (right to buy) | $1.5 | 06/19/2019 | D | 361,985 | (4) | 06/27/2022 | Common Stock | 361,985 | $0.00 | 0 | D | ||||
| Employee Stock Option (right to buy) | $1.5 | 06/19/2019 | D | 130,000 | (4) | 08/28/2023 | Common Stock | 130,000 | $0.00 | 0 | D | ||||
| Employee Stock Option (right to buy) | $2 | 06/19/2019 | D | 414,623 | (4) | 12/10/2024 | Common Stock | 414,623 | $0.00 | 0 | D | ||||
| Employee Stock Option (right to buy) | $8.5 | 06/19/2019 | D | 180,000 | (4) | 06/30/2026 | Common Stock | 180,000 | $0.00 | 0 | D | ||||
| Employee Stock Option (right to buy) | $22.18 | 06/19/2019 | D | 171,750 | (4) | 02/15/2027 | Common Stock | 171,750 | $0.00 | 0 | D | ||||
| Employee Stock Option (right to buy) | $13.06 | 06/19/2019 | D | 225,000 | (4) | 01/10/2028 | Common Stock | 225,000 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. Each share is represented by a performance-based Restricted Stock Unit ("PSU"). This number reflects actual performance based on a shortened performance period ending at the effective date of the Merger. |
| 2. Each outstanding share of the Common Stock of the Issuer was converted into the right to receive $24.50 per share in cash, as described in the Merger Agreement. |
| 3. Certain of these securities were Restricted Stock Units ("RSUs") and PSUs that represented the Reporting Person's right to receive Common Stock shares of the Issuer. The RSUs and PSUs were cancelled and converted into the right to receive $24.50 per share in cash, as described in the Merger Agreement. |
| 4. Each outstanding option of the Issuer was converted into the right to receive cash. |
| Remarks: |
| This Form 4 reports securities disposed pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 27, 2019, a copy of which is filed as Exhibit 2.1 to the Form 8-K filed by Quantenna Communications, Inc. (the "Issuer") with the SEC on March 27, 2019, and by which the Issuer became a wholly-owned subsidiary of ON Semiconductor Corporation (the "Merger"). Effective as of the closing of the Merger on June 19, 2019, the Issuer's name of Quantenna Communications, Inc. was changed to ON Semiconductor Connectivity Solutions, Inc. |
| /s/ Tom MacMitchell, as Attorney-in-Fact | 06/21/2019 | |
| ** 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. | ||