0001437749-16-024344.txt : 20160129
0001437749-16-024344.hdr.sgml : 20160129
20160129195931
ACCESSION NUMBER: 0001437749-16-024344
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160129
FILED AS OF DATE: 20160129
DATE AS OF CHANGE: 20160129
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: OMNIVISION TECHNOLOGIES INC
CENTRAL INDEX KEY: 0001106851
STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674]
IRS NUMBER: 770401990
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 4275 BURTON DRIVE
CITY: SANTA CLARA
STATE: CA
ZIP: 95054-1512
BUSINESS PHONE: 4085673000
MAIL ADDRESS:
STREET 1: 4275 BURTON DRIVE
CITY: SANTA CLARA
STATE: CA
ZIP: 95054-1512
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: WU RAYMOND
CENTRAL INDEX KEY: 0001242695
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-29939
FILM NUMBER: 161375084
MAIL ADDRESS:
STREET 1: 4275 BURTON DRIVE
CITY: SANTA CLARA
STATE: CA
ZIP: 95054
4
1
rdgdoc.xml
FORM 4
X0306
4
2016-01-29
1
0001106851
OMNIVISION TECHNOLOGIES INC
OVTI
0001242695
WU RAYMOND
4275 BURTON DRIVE
SANTA CLARA
CA
95054
1
President
Common Stock
2016-01-29
2016-01-29
4
D
0
34696
29.75
D
0
D
Stock Option
15.09
2016-01-29
2016-01-29
4
D
0
42292
0
D
2013-12-01
2019-12-01
Common Stock
42292
0
D
Stock Option
18.47
2016-01-29
2016-01-29
4
D
0
40000
0
D
2014-07-01
2020-07-01
Common Stock
40000
0
D
Stock Option
22.68
2016-01-29
2016-01-29
4
D
0
31000
0
D
2015-07-01
2021-07-01
Common Stock
31000
0
D
Stock Option
26.13
2016-01-29
2016-01-29
4
D
0
10000
0
D
2016-07-01
2022-07-01
Common Stock
10000
0
D
Restricted Stock Unit
0.001
2016-01-29
2016-01-29
4
D
0
9333
0
D
2014-07-01
Common Stock
9333
0
D
Restricted Stock Unit
0.001
2016-01-29
2016-01-29
4
D
0
12000
0
D
2015-07-01
Common Stock
12000
0
D
Pursuant to the terms of the Agreement and Plan of Merger dated April 30, 2015 by and among Seagull International Limited, a Cayman Islands exempted limited company ("Investor"), Seagull Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Investor ("Acquisition Sub"), and OmniVision Technologies, Inc., a Delaware corporation (the "Issuer"), as amended by Amendment No. 1 dated October 30, 2015 (as amended, the "Merger Agreement"), Acquisition Sub merged with and into the Issuer (the "Merger"), and in connection therewith the Reporting Person disposed of these shares in exchange for $29.75 per share without interest and less applicable withholding taxes.
1/4th of the shares underlying the options become vested and exercisable one year from the date of grant and 1/48th of the shares underlying the options become exercisable each month thereafter.
Pursuant to the terms of the Merger Agreement and in connection with the Merger, the (i) unvested portion of this option and (ii) the portion of this option that was vested and outstanding as of immediately prior to the effective time of the Merger and that had a per share exercise price greater than or equal to $29.75, which in aggregate covered 16,042 shares of Issuer common stock, was assumed and exchanged for an option to purchase 16,042 shares of Seagull Investment Holdings Limited, a Cayman Islands exempted limited company and the ultimate parent of Investor ("Investor Parent"). The remaining portion of this option, which covered 26,250 shares of Issuer common stock, was not assumed by Investor and was cancelled in exchange for a cash payment, without interest and less applicable withholding taxes, representing the excess of $29.75 over the exercise price of the option multiplied by the number of shares subject to this portion of the option.
Pursuant to the terms of the Merger Agreement and in connection with the Merger, the (i) unvested portion of this option and (ii) the portion of this option that was vested and outstanding as of immediately prior to the effective time of the Merger and that had a per share exercise price greater than or equal to $29.75, which in aggregate covered 15,001 shares of Issuer common stock, was assumed and exchanged for an option to purchase 15,001 shares of Seagull Investment Holdings Limited, a Cayman Islands exempted limited company and the ultimate parent of Investor ("Investor Parent"). The remaining portion of this option, which covered 24,999 shares of Issuer common stock, was not assumed by Investor and was cancelled in exchange for a cash payment, without interest and less applicable withholding taxes, representing the excess of $29.75 over the exercise price of the option multiplied by the number of shares subject to this portion of the option.
Pursuant to the terms of the Merger Agreement and in connection with the Merger, the (i) unvested portion of this option and (ii) the portion of this option that was vested and outstanding as of immediately prior to the effective time of the Merger and that had a per share exercise price greater than or equal to $29.75, which in aggregate covered 19,376 shares of Issuer common stock, was assumed and exchanged for an option to purchase 19,376 shares of Seagull Investment Holdings Limited, a Cayman Islands exempted limited company and the ultimate parent of Investor ("Investor Parent"). The remaining portion of this option, which covered 11,624 shares of Issuer common stock, was not assumed by Investor and was cancelled in exchange for a cash payment, without interest and less applicable withholding taxes, representing the excess of $29.75 over the exercise price of the option multiplied by the number of shares subject to this portion of the option.
Pursuant to the terms of the Merger Agreement and in connection with the Merger, the (i) unvested portion of this option and (ii) the portion of this option that was vested and outstanding as of immediately prior to the effective time of the Merger and that had a per share exercise price greater than or equal to $29.75, which in aggregate covered 10,000 shares of Issuer common stock, was assumed and exchanged for an option to purchase 10,000 shares of Seagull Investment Holdings Limited, a Cayman Islands exempted limited company and the ultimate parent of Investor ("Investor Parent").
Represents the par value of Issuer's common stock.
One-Third of the Restricted Stock Units will vest on the first anniversary of the Vesting Commencement Date, and one-third of the Restricted Stock Units will vest on each of the second and third anniversaries of the Vesting Commencement Date, provided, however, that in each case Participant remains a Service Provider through each vesting date.
Pursuant to the terms of the Merger Agreement and in connection with the Merger, the restricted stock units covering 9,333 shares of Issuer common stock were cancelled in exchange for $29.75 per share without interest and less applicable withholding taxes
Pursuant to the terms of the Merger Agreement and in connection with the Merger, the restricted stock units covering 12,000 shares of Issuer common stock were cancelled in exchange for $29.75 per share without interest and less applicable withholding taxes.
/s/ Tina Sze, Attorney-in-Fact for Raymond Wu
2016-01-29