FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 11/16/2007 |
3. Issuer Name and Ticker or Trading Symbol
RF MICRO DEVICES INC [ RFMD ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 43,160(1) | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Stock Option (Right to Buy) | (2) | 03/21/2013 | Common Stock | 16,197(3) | $0.5 | D | |
Stock Option (Right to Buy) | (2) | 06/03/2013 | Common Stock | 26,995(3) | $0.71 | D | |
Stock Option (Right to Buy) | (4) | 08/14/2012 | Common Stock | 26,995(3) | $1.47 | D | |
Stock Option (Right to Buy) | (5) | 05/24/2015 | Common Stock | 26,995(3) | $1.21 | D |
Explanation of Responses: |
1. Received in exchange for 24,182 shares of Sirenza Microdevices, Inc. ("Sirenza") common stock in connection with the acquisition of Sirenza by RF Micro Devices, Inc. (the "Company") pursuant to an Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), dated as of August 12, 2007, among the Company, a wholly owned subsidiary of the Company, and Sirenza. The Merger Agreement provides for holders of Sirenza common stock to receive, in exchange for each share of Sirenza common stock they own, a combination of cash in the amount of $5.56 and 1.7848 shares of the Company's common stock (with cash substituted for any fractional shares). |
2. The option is completely vested. |
3. The Merger Agreement provides that options to purchase Sirenza common stock convert into options to purchase the Company's common stock with appropriate adjustments in the number of shares subject to the options and the exercise price as provided for in the Merger Agreement. |
4. The option vests and becomes exercisable as follows: 25% of the shares subject to the option vested on June 2, 2005 and 1/48th of the shares subject to the option vested each month thereafter. |
5. The option vests and becomes exercisable as follows: 25% of the shares subject to the option vested on May 24, 2006 and 1/48th of the shares subject to the option vested each month thereafter. |
Remarks: |
/s/ Suzanne B. Rudy by Power of Attorney | 11/26/2007 | |
** 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 5 (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. |