0001417606-15-000040.txt : 20150504 0001417606-15-000040.hdr.sgml : 20150504 20150504115334 ACCESSION NUMBER: 0001417606-15-000040 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150430 FILED AS OF DATE: 20150504 DATE AS OF CHANGE: 20150504 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ENTROPIC COMMUNICATIONS INC CENTRAL INDEX KEY: 0001227930 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 330947630 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6350 SEQUENCE DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-768-3600 MAIL ADDRESS: STREET 1: 6350 SEQUENCE DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RHODES F MATTHEW CENTRAL INDEX KEY: 0001185818 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33844 FILM NUMBER: 15827168 4 1 edgardoc.xml PRIMARY DOCUMENT X0306 4 2015-04-30 1 0001227930 ENTROPIC COMMUNICATIONS INC ENTR 0001185818 RHODES F MATTHEW 6290 SEQUENCE DRIVE SAN DIEGO CA 92121 0 1 0 0 SVP, Global Mktg Common Stock 2015-04-30 4 D 0 9540.0 D 0 D Non-Qualified Stock Option (right to buy) 3.86 2015-04-30 4 D 0 60000.0 D 2024-04-11 Common Stock 60000 0 D Non-Qualified Stock Option (right to buy) 4.29 2015-04-30 4 D 0 190000.0 D 2023-09-09 Common Stock 190000 0 D Restricted Stock Unit 2015-04-30 4 D 0 57500.0 D Common Stock 57500 0 D Disposed of pursuant to the Agreement and Plan of Merger and Reorganization dated as of February 3, 2015 (the Merger Agreement, and the transactions contemplated therein, the Merger), by and among the Issuer, MaxLinear, Inc. (MaxLinear), Excalibur Acquisition Corporation and Excalibur Subsidiary, LLC, whereby each share of Issuer common stock was canceled in exchange for a cash payment of $1.20 per share and .2200 of a share of MaxLinear Class A Common Stock, with fractional shares being paid in cash. The market value of MaxLinear Class A Common Stock received under the Merger Agreement was $8.53 per share on the effective date of the Merger. 1/4th of the shares vested one year after the Vesting Commencement Date beginning 4/11/14. 1/48th of the shares vest monthly thereafter over the next three years. The option was assumed by MaxLinear in the Merger and replaced with an option to purchase 21,493 shares of MaxLinear Class A Common Stock with an exercise price of $10.78 per share. 1/4th of the shares vested one year after the Vesting Commencement Date beginning 9/9/13. 1/48th of the shares vest monthly thereafter over the next three years. The option was assumed by MaxLinear in the Merger and replaced with an option to purchase 68,062 shares of MaxLinear Class A Common Stock with an exercise price of $11.98 per share. The RSU represents a contingent right to receive Issuer common stock on a one-for-one basis. The RSU, which vests in equal annual installments, was assumed by MaxLinear in the Merger and converted into restricted stock units representing a contingent right to receive an aggregate of 20,597 shares of the Class A Common Stock of MaxLinear on the same terms and conditions (including with respect to vesting and exercisability) as were applicable to the RSU prior to the consummation of the Merger. By: Lance W. Bridges, as attorney-in-fact For: Floyd Matthew Rhodes 2015-05-04