0000310568-18-000108.txt : 20180530 0000310568-18-000108.hdr.sgml : 20180530 20180530163703 ACCESSION NUMBER: 0000310568-18-000108 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180529 FILED AS OF DATE: 20180530 DATE AS OF CHANGE: 20180530 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PETERSON JAMES J CENTRAL INDEX KEY: 0001192204 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-08866 FILM NUMBER: 18868620 MAIL ADDRESS: STREET 1: MICROSEMI CORPORATION STREET 2: ONE ENTERPRISE CITY: ALISO VIEJO STATE: CA ZIP: 92656 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MICROSEMI CORP CENTRAL INDEX KEY: 0000310568 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 952110371 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: ONE ENTERPRISE CITY: ALISO VIEJO STATE: CA ZIP: 92656 BUSINESS PHONE: 949-380-6100 MAIL ADDRESS: STREET 1: ONE ENTERPRISE CITY: ALISO VIEJO STATE: CA ZIP: 92656 FORMER COMPANY: FORMER CONFORMED NAME: MICROSEMICONDUCTOR CORP DATE OF NAME CHANGE: 19830323 4 1 wf-form4_152771260941627.xml FORM 4 X0306 4 2018-05-29 0 0000310568 MICROSEMI CORP MSCC 0001192204 PETERSON JAMES J ONE ENTERPRISE ALISO VIEJO CA 92656 1 1 0 0 Chairman of the Board & CEO Microsemi Common Stock 2018-05-29 4 D 0 473302 D 0 D Performance Rights 2018-05-29 4 D 0 250000 D 2021-07-26 Microsemi Common Stock 250000.0 0 D Shares disposed of pursuant to the Agreement and Plan of Merger by and among Microchip Technology Incorporated ("Microchip") , Maple Acquisition Corporation and Microsemi Corporation (the "Merger Agreement" and, the transaction contemplated therein, the "Merger"), whereby each share of Issuer's common stock was automatically cancelled and converted into the right to an amount equal to $68.78 in cash (the "Merger Consideration"). Each Performance Right represents a contingent right to receive one share of MSCC Common Stock. The 1,000,000 Performance Rights granted were scheduled to vest (a) 25% upon Microsemi's common stock (plus amount of any dividends paid per share) achieving a market price of not less than $50.00 per share for a period of at least twenty consecutive trading days, (b) 50% upon Microsemi's common stock (plus amount of any dividends paid per share) achieving a market price of not less than $60.00 per share for a period of at least twenty consecutive trading days, and (c) 25% upon Microsemi's common stock (plus amount of any dividends paid per share) achieving a market price of not less than $70.00 per share for a period of at least twenty consecutive trading days. The first two tranches of this award vested and this transaction reports the cancellation of the third tranche of these Performance Rights. Mark Lin, Attorney-in-Fact for James J. Peterson 2018-05-30