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