0001437749-16-024347.txt : 20160129 0001437749-16-024347.hdr.sgml : 20160129 20160129200455 ACCESSION NUMBER: 0001437749-16-024347 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: Rhodes Howard E. CENTRAL INDEX KEY: 0001528680 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-29939 FILM NUMBER: 161375107 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 0001528680 Rhodes Howard E. 4275 BURTON DRIVE SANTA CLARA CA 95054 1 Chief Technical Officer Common Stock 2016-01-29 2016-01-29 4 D 0 27012 29.75 D 0 D Stock Option 21.84 2016-01-29 2016-01-29 4 D 0 31912 0 D 2011-07-01 2017-07-01 Common Stock 31912 0 D Stock Option 34.80 2016-01-29 2016-01-29 4 D 0 50000 0 D 2012-07-01 2018-07-01 Common Stock 50000 0 D Stock Option 13.34 2016-01-29 2016-01-29 4 D 0 27606 0 D 2013-07-01 2019-07-01 Common Stock 27606 0 D Stock Option 18.47 2016-01-29 2016-01-29 4 D 0 53000 0 D 2014-07-01 2020-07-01 Common Stock 53000 0 D Stock Option 22.68 2016-01-29 2016-01-29 4 D 0 41000 0 D 2015-07-01 2021-07-01 Common Stock 41000 0 D Stock Option 26.13 2016-01-29 2016-01-29 4 D 0 25000 0 D 2016-07-01 2022-07-01 Common Stock 25000 0 D Restricted Stock Unit 0.001 2016-01-29 2016-01-29 4 D 0 14746 0 D 2014-07-01 Common Stock 14746 0 D Restricted Stock Unit 0.001 2016-01-29 2016-01-29 4 D 0 20000 0 D 2015-07-01 Common Stock 20000 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, this option, which covered 31,912 shares of Issuer common stock, 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 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 50,000 shares of Issuer common stock, was assumed and exchanged for an option to purchase 50,000 shares of Seagull Investment Holdings Limited, a Cayman Islands exempted limited company and the ultimate parent of Investor ("Investor Parent"). 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 6,627 shares of Issuer common stock, was assumed and exchanged for an option to purchase 6,627 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 20,979 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 19,876 shares of Issuer common stock, was assumed and exchanged for an option to purchase 19,876 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 33,124 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 25,626 shares of Issuer common stock, was assumed and exchanged for an option to purchase 25,626 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 15,374 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 25,000 shares of Issuer common stock, was assumed and exchanged for an option to purchase 25,000 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 14,746 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 20,000 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 Howard E. Rhodes 2016-01-29