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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
LSI CORP [ LSI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/06/2014 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 05/06/2014 | D | 469,074 | D | $11.15 | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | (1) | 05/06/2014 | A(2) | 70,339 | 04/01/2015 | 04/01/2015 | Common Stock | 70,339 | $0.00 | 70,339 | D | ||||
Restricted Stock Units | (1) | 05/06/2014 | D | 70,339 | 04/01/2015 | 04/01/2015 | Common Stock | 70,339 | (3) | 0 | D | ||||
Restricted Stock Units | (1) | 05/06/2014 | A(2) | 121,915 | 04/01/2016 | 04/01/2016 | Common Stock | 121,915 | $0.00 | 121,915 | D | ||||
Restricted Stock Units | (1) | 05/06/2014 | D | 121,915 | 04/01/2016 | 04/01/2016 | Common Stock | 121,915 | (3) | 0 | D | ||||
Restricted Stock Units | (1) | 05/06/2014 | D | 15,000 | 03/01/2015 | 03/01/2015 | Common Stock | 15,000 | (3) | 0 | D | ||||
Restricted Stock Units | (1) | 05/06/2014 | D | 35,170 | (4) | 03/01/2016 | Common Stock | 35,170 | (3) | 0 | D | ||||
Restricted Stock Units | (1) | 05/06/2014 | D | 76,197 | (5) | 03/01/2017 | Common Stock | 76,197 | (3) | 0 | D | ||||
Employee Stock Option (right to buy) | $5.04 | 05/06/2014 | D | 440,000 | (6) | 03/01/2015 | Common Stock | 440,000 | $6.11(7) | 0 | D | ||||
Employee Stock Option (right to buy) | $2.9 | 05/06/2014 | D | 640,000 | (8) | 03/01/2016 | Common Stock | 640,000 | $8.25(7) | 0 | D | ||||
Employee Stock Option (right to buy) | $5.51 | 05/06/2014 | D | 425,000 | (9) | 03/01/2017 | Common Stock | 425,000 | $5.64(7) | 0 | D | ||||
Employee Stock Option (right to buy) | $6.18 | 05/06/2014 | D | 600,000 | (10) | 03/01/2018 | Common Stock | 600,000 | $4.97(7) | 0 | D | ||||
Employee Stock Option (right to buy) | $7.49 | 05/06/2014 | D | 667,556 | (11) | 05/11/2018 | Common Stock | 667,556 | $3.66(7) | 0 | D | ||||
Employee Stock Option (right to buy) | $8.53 | 05/06/2014 | D | 413,265 | (12) | 03/01/2019 | Common Stock | 413,265 | $2.62(7) | 0 | D | ||||
Employee Stock Option (right to buy) | $6.89 | 05/06/2014 | D | 535,236 | (13) | 03/01/2020 | Common Stock | 535,236 | $4.26(7) | 0 | D |
Explanation of Responses: |
1. Each restricted stock unit represents a contingent right to receive one share of LSI common stock. |
2. As a result of the merger between LSI and a subsidiary of Avago Technologies Limited, a previously awarded performance-based restricted stock unit award became a time-based restricted stock unit award for the number of restricted stock units shown. |
3. These restricted stock units were canceled in connection with the merger of LSI and a subsidiary of Avago Technologies Limited in exchange for a cash payment of $11.15 per restricted stock unit. |
4. These restricted stock units vest at the rate of 50% per year, beginning March 1, 2015. |
5. These restricted stock units vest at the rate of 1/3 per year, beginning March 1, 2015. |
6. 65,000 shares vested on March 1, 2009 and 125,000 shares vested on each of March 1, 2010, March 1, 2011 and March 1, 2012. |
7. This option was canceled in connection with the merger of LSI and a subsidiary of Avago Technologies Limited in exchange for a cash payment per share equal to the difference between $11.15 and the exercise price of the option. |
8. 115,000 shares vested on March 1, 2010 and 175,000 shares vested on each of March 1, 2011, March 1, 2012 and March 1, 2013. |
9. This option becomes exercisable at the rate of 25% per year, beginning March 1, 2011. |
10. This option becomes exercisable at the rate of 25% per year, beginning March 1, 2012. |
11. 25% of this option vests on May 11, 2014 and 75% of this option vests on May 11, 2015. |
12. This option becomes exercisable at the rate of 25% per year, beginning March 1, 2013. |
13. This option becomes exercisable at the rate of 25% per year, beginning March 1, 2014. |
Remarks: |
Susan Solner Janjigian, by power of attorney | 05/08/2014 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |