0001209191-19-030436.txt : 20190516
0001209191-19-030436.hdr.sgml : 20190516
20190516165250
ACCESSION NUMBER: 0001209191-19-030436
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190516
FILED AS OF DATE: 20190516
DATE AS OF CHANGE: 20190516
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Buchheim Jorg
CENTRAL INDEX KEY: 0001669287
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-15477
FILM NUMBER: 19833016
MAIL ADDRESS:
STREET 1: 3888 CALLE FORTUNADA
CITY: SAN DIEGO
STATE: CA
ZIP: 92123
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: MAXWELL TECHNOLOGIES INC
CENTRAL INDEX KEY: 0000319815
STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690]
IRS NUMBER: 952390133
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 3888 CALLE FORTUNADA
CITY: SAN DIEGO
STATE: CA
ZIP: 92123
BUSINESS PHONE: 858-503-3300
MAIL ADDRESS:
STREET 1: 3888 CALLE FORTUNADA
CITY: SAN DIEGO
STATE: CA
ZIP: 92123
FORMER COMPANY:
FORMER CONFORMED NAME: MAXWELL LABORATORIES INC /DE/
DATE OF NAME CHANGE: 19920703
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2019-05-16
1
0000319815
MAXWELL TECHNOLOGIES INC
MXWL
0001669287
Buchheim Jorg
3888 CALLE FORTUNADA
SAN DIEGO
CA
92123
1
0
0
0
Common Stock
2019-05-16
4
M
0
19785
A
554655
D
Common Stock
2019-05-16
4
U
0
554655
D
0
D
Restricted Stock Units
0.00
2019-05-16
4
M
0
19785
0.00
D
Common Stock
19785
0
D
Stock Options (Right to Buy)
5.37
2019-05-16
4
D
0
5000
0.00
D
2028-05-15
Common Stock
5000
0
D
Stock Options (Right to Buy)
5.53
2019-05-16
4
D
0
5000
0.00
D
2027-05-22
Common Stock
5000
0
D
These units do not carry a conversion price.
Pursuant to the Agreement and Plan of Merger, dated as of February 3, 2019 (the "Merger Agreement"), by and among Tesla, inc. ("Tesla"), Cambria Acquisition Corp. and the Issuer, each share of common stock was tendered in exchange for 0.0193 of a share of Tesla common stock, together with cash in lieu of any fractional shares of Tesla common stock. Upon consummation of the tender offer, the Reporting Person received Transaction Consideration of 10,704 shares of Tesla common stock and $206.92 in lieu of fractional shares of Tesla common stock.
Each restricted stock unit (RSU) represents a right to receive one share of the Issuer's common stock.
This RSU represents the holder's annual non-employee director award, which vests in full in connection with a change of control, which is
triggered by the execution of the Merger Agreement.
These units do not expire.
Option becomes exercisable on the earlier of: (1) May 20, 2019 or (2) the Company's 2019 annual meeting date; as long as the holder remains in
service to the Company. In connection with the consummation of the merger, the option was fully vested and cancelled, subject to a 90 day
exercise window. The option was assumed by Tesla in the merger and replaced with an option to purchase 96 shares of Tesla Common Stock
with an exercise price of $278.24 per share.
Option vested in full on May 20, 2018. In connection with the consummation of the merger, the option was cancelled, subject to a 90 day exercise
window. The option was assumed by Tesla in the merger and replaced with an option to purchase 96 shares of Tesla Common Stock with an
exercise price of $286.53 per share.
/s/ Emily Lough, by Power of Attorney
2019-05-16