0001209191-19-030972.txt : 20190517
0001209191-19-030972.hdr.sgml : 20190517
20190517164007
ACCESSION NUMBER: 0001209191-19-030972
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190516
FILED AS OF DATE: 20190517
DATE AS OF CHANGE: 20190517
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Lyle David
CENTRAL INDEX KEY: 0001416939
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-15477
FILM NUMBER: 19836366
MAIL ADDRESS:
STREET 1: 6290 SEQUENCE DRIVE
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
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
0001416939
Lyle David
3888 CALLE FORTUNADA
SAN DIEGO
CA
92123
0
1
0
0
Chief Financial Officer
Common Stock
2019-05-16
4
U
0
166441
D
0
D
Restricted Stock Units
2019-05-16
4
D
0
30919
0.00
D
Common Stock
30919
0
D
Restricted Stock Units
2019-05-16
4
D
0
30000
0.00
D
Common Stock
30000
0
D
Market Stock Units
2019-05-16
4
D
0
45000
0.00
D
Common Stock
45000
0
D
Restricted Stock Units
2019-05-16
4
D
0
40000
0.00
D
Common Stock
40000
0
D
Restricted Stock Units
2019-05-16
4
D
0
30000
0.00
D
Common Stock
30000
0
D
Market Stock Units
2019-05-16
4
D
0
38000
0.00
D
Common Stock
38000
0
D
Restricted Stock Units
2019-05-16
4
D
0
19260
0.00
D
Common Stock
19260
0
D
Restricted Stock Units
2019-05-16
4
D
0
13003
0.00
D
Common Stock
13003
0
D
Employee Stock Options (Right to Buy)
2019-05-16
4
D
0
33546
0.00
D
2025-05-11
Common Stock
33546
0
D
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 3,212 shares of Tesla common stock and $76.55 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 award represents RSUs received
under the short-term incentive bonus plan which are fully vested upon grant. The award was assumed by Tesla in the merger and converted
into fully vested restricted stock units representing a right to receive an aggregate of 596 shares of the Common Stock of Tesla.
These units do not expire.
Each restricted stock unit (RSU) represents a right to receive one share of the Issuer's common stock. The RSU, which vests in annual installments over 4 years beginning February 20, 2019, was assumed by Tesla in the merger and converted into restricted stock units representing a contingent right to receive an aggregate of 579 shares of the Common Stock of Tesla 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.
Each market stock unit (MSU) represents a right to receive one share of the Issuer's common stock. The MSUs vest based on performance of
the Company's common stock compared to the Nasdaq Composite Index over a period of three years. Depending on the level of performance
actually achieved, the number of shares that may vest under this award will vary. The amount included in the table above represents the target
number of shares which vest upon a change in control, and therefore vest in connection with the Merger Agreement and are assumed by Tesla
in the merger and converted into fully vested restricted stock units representing a right to receive an aggregate of 868 shares of the Common
Stock of Tesla.
Each restricted stock unit (RSU) represents a right to receive one share of the Issuer's common stock. This award represents restricted stock
units with vesting subject to the achievement of specific performance targets, which have been certified as achieved by the Company's
compensation committee. The award was assumed by Tesla in the merger and converted into fully vested restricted stock units representing a
right to receive an aggregate of 772 shares of the Common Stock of Tesla.
Each restricted stock unit (RSU) represents a right to receive one share of the Issuer's common stock. The RSU, which vests in annual installments over 4 years beginning February 20, 2018, was assumed by Tesla in the merger and converted into restricted stock units representing a contingent right to receive an aggregate of 579 shares of the Common Stock of Tesla 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.
Each market stock unit (MSU) represents a right to receive one share of the Issuer's common stock. The MSUs vest based on performance of the Company's common stock compared to the Nasdaq Composite Index over a period of three years. Depending on the level of performance actually achieved, the number of shares that may vest under this award will vary. The amount included in the table above represents the target number of shares which vest upon a change in control, and therefore vest in connection with the Merger Agreement and are assumed by Tesla in the merger and converted into fully vested restricted stock units representing a right to receive an aggregate of 733 shares of the Common Stock of Tesla.
Each restricted stock unit (RSU) represents a right to receive one share of the Issuer's common stock. The RSU, which vests in annual installments over 4 years beginning January 15, 2017, was assumed by Tesla in the merger and converted into restricted stock units representing a contingent right to receive an aggregate of 371 shares of the Common Stock of Tesla 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.
Each restricted stock unit (RSU) represents a right to receive one share of the Issuer's common stock. The RSU, which vests in annual installments over 4 years beginning May 11, 2016, was assumed by Tesla in the merger and converted into restricted stock units representing a contingent right to receive an aggregate of 250 shares of the Common Stock of Tesla 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.
Option becomes exercisable in annual installments over 4 years beginning May 11, 2016 as long as holder remains in service to the
Company. The option was assumed by Tesla in the merger and replaced with an option to purchase 647 shares of Tesla Common Stock with
an exercise price of $312.44 per share.
/s/ Emily Lough, by Power of Attorney
2019-05-17