0001209191-19-030449.txt : 20190516 0001209191-19-030449.hdr.sgml : 20190516 20190516165701 ACCESSION NUMBER: 0001209191-19-030449 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: Golubovich Ilya CENTRAL INDEX KEY: 0001707104 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15477 FILM NUMBER: 19833082 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 0001707104 Golubovich Ilya 3888 CALLE FORTUNADA SAN DIEGO CA 92123 1 0 0 0 Common Stock 2019-05-16 4 M 0 19785 A 114725 D Common Stock 2019-05-16 4 M 0 1128 A 115853 D Common Stock 2019-05-16 4 M 0 2776 A 118629 D Common Stock 2019-05-16 4 M 0 2843 A 121472 D Common Stock 2019-05-16 4 U 0 121472 D 0 D Common Stock 2019-05-16 4 U 0 1947302 D 0 I Arbat Capital Group Limited Common Stock 2019-05-16 4 U 0 1390204 D 0 I I2BF Energy Limited Restricted Stock Units 0.00 2019-05-16 4 M 0 19785 0.00 D Common Stock 19785 0 D Restricted Stock Units 0.00 2019-05-16 4 M 0 1128 0.00 D Common Stock 1128 0 D Restricted Stock Units 0.00 2019-05-16 4 M 0 2776 0.00 D Common Stock 2776 0 D Restricted Stock Units 0.00 2019-05-16 4 M 0 2843 0.00 D Common Stock 2843 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) 5.86 2019-05-16 4 D 0 5000 0.00 D 2027-07-13 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 2,344 shares of Tesla common stock and $100.72 in lieu of fractional shares of Tesla common stock. 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, Arbat Capital Group Limited received Transaction Consideration of 37,582 shares of Tesla common stock and $228.34 in lieu of fractional shares of Tesla common stock. Ilya Golubovich is a director of I2BF Venture Partners Ltd., the sole shareholder of I2BF Energy, Ltd., and a director of Arbat Capital Group Limited and has voting and dispositive power with respect to these shares. Ilya Golubovich disclaims beneficial ownership except to the extent of his pecuniary interest therein. 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, I2BF Energy Limited received Transaction Consideration of 26,830 shares of Tesla common stock and $230.46 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. These RSUs are fully vested upon grant and have been awarded in lieu of cash consideration for non-employee director fees, per the reporting person's election. Shares are being delivered to the reporting in connection with a change of control, which is triggered by the execution of the Merger Agreement. 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 $303.63 per share. /s/ Emily Lough, by Power of Attorney 2019-05-16