SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Bixler Timothy E

(Last) (First) (Middle)
101 N. SEPULVEDA BOULEVARD

(Street)
EL SEGUNDO CA 90245

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
INTERNATIONAL RECTIFIER CORP /DE/ [ IRF ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP General Counsel & Secretary
3. Date of Earliest Transaction (Month/Day/Year)
01/13/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock(1) 01/13/2015 D 18,670 D $40 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units(2) $0 01/13/2015 D 3,000 06/21/2015 06/21/2015 Common Stock 3,000 $0 0 D
Restricted Stock Units(3) $0 01/13/2015 D 9,000 06/27/2015 06/27/2016 Common Stock 9,000 $0 0 D
Restricted Stock Units(4) $0 01/13/2015 D 11,000 06/26/2015 06/26/2017 Common Stock 11,000 $0 0 D
Performance Restricted Stock Units(5) $0 01/13/2015 D 16,560 06/28/2015 06/28/2015 Common Stock 16,560 $0 0 D
Performance Restricted Stock Units(6) $0 01/13/2015 D 16,380 06/26/2016 06/26/2016 Common Stock 16,380 $0 0 D
Performance Restricted Stock Units(7) $0 01/13/2015 D 14,625 06/26/2017 06/26/2017 Common Stock 14,625 $0 0 D
Performance Restricted Stock Units(8) $0 01/13/2015 D 17,580 06/25/2014 12/25/2014 Common Stock 17,580 $0 0 D
Explanation of Responses:
1. On January 13, 2015, Infineon Technologies AG., a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany ("Infineon"), acquired the issuer pursuant to that certain agreement and plan of merger among issuer, Infineon and Surf Merger Sub, Inc., a Delaware corporation and wholly owned subsidiay of Infineon ("Merger Sub"), dated as of August 20, 2014 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the issuer (the "Merger"), with the issuer surviving the Merger as a wholly owned subsidiary of Infineon. At the effective time of the Merger, each outstanding share of the issuer's common stock was converted into the right to receive $40.00 in cash (the "per-share merger consideration"). The Merger is more fully described in the issuer's Proxy Statement filed with the SEC on October 7, 2014.
2. These service-based Restricted Stock Units, which provide for vesting in three equal annual installments on each of June 21, 2013, June 21, 2014 and June 21, 2015 were cancelled at the effective time of the Merger, in exchange for a cash amount equal to the per-share merger consideration multiplied by the number of Restricted Stock Units to be paid out as soon as administratively practicable following the effective time of the Merger.
3. These service-based Restricted Stock Units, which provide for vesting in three equal annual installments on each of June 27, 2014, June 27, 2015 and June 27, 2016 were cancelled at the effective time of the Merger, in exchange for a cash amount equal to the per-share merger consideration multiplied by the number of Restricted Stock Units to be paid out as soon as administratively practicable following the effective time of the Merger.
4. These service-based Restricted Stock Units, which provide for vesting in three equal annual installments on each of June 26, 2015, June 26, 2016 and June 26, 2017 were cancelled at the effective time of the Merger, in exchange for a cash amount equal to the per-share merger consideration multiplied by the number of Restricted Stock Units to be paid out as soon as administratively practicable following the effective time of the Merger.
5. These performance-based units were scheduled to vest at the end of the issuer's fiscal year 2015, subject to the achievement of certain average stock price goals for fiscal year 2015. Pursuant to the terms of the applicable award agreement, the performance period was shortened to end at the effective time of the Merger and, based on performance as of the closing date of the Merger, the applicable performance goals were achieved at maximum level. In accordance with the terms of the Merger Agreement, the units were cancelled at the effective time of the Merger in exchange for a cash amount equal to the per-share merger consideration multiplied by the number of units and the cash amount will be paid out as soon as administratively practicable following the effective time of the Merger.
6. These performance-based units were scheduled to vest at the end of the issuer's fiscal year 2016, subject to the achievement of certain average stock price goals in the fourth quarter of fiscal year 2016. Pursuant to the terms of the applicable award agreement, the performance period was shortened to end at the effective time of the Merger and, based on performance as of the closing date of the Merger, the applicable performance goals were achieved at maximum level. In accordance with the terms of the Merger Agreement, the units were cancelled at the effective time of the Merger in exchange for a cash amount equal to the per-share merger consideration multiplied by the number of units and the cash amount will be paid out as soon as administratively practicable following the effective time of the Merger.
7. These performance-based units vest one year after the issuer's average stock price reaches certain established levels for a consecutive 125 day period prior to the end of the issuer's fiscal year 2016. The established levels were achieved prior to the effective time of the Merger and, in accordance with the terms of the Merger Agreement, the units were cancelled at the effective time of the Merger in exchange for a cash amount equal to the per-share merger consideration multiplied by the number of units and the cash amount will be paid out as soon as administratively practicable following the effective time of the Merger.
8. These performance-based units were scheduled to vest at the end of the first quarter of the issuer's fiscal year 2018 (or the fiscal quarters immediately before and after) subject to the achievement of certain average stock price goals in such applicable fiscal quarters. Pursuant to the terms of the applicable award agreement, the performance period was shortened to end at the effective time of the Merger and, based on performance as of the closing date of the Merger, the applicable performance goals were achieved at maximum level. In accordance with the terms of the Merger Agreement, the units were cancelled at the effective time of the Merger in exchange for a cash amount equal to the per-share merger consideration multiplied by the number of units and the cash amounts will be paid out as soon as administratively practicable following the effective time of the Merger.
Remarks:
Timothy E Bixler 01/13/2015
** Signature of Reporting Person Date
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