0000899243-17-002246.txt : 20170130 0000899243-17-002246.hdr.sgml : 20170130 20170130212032 ACCESSION NUMBER: 0000899243-17-002246 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170126 FILED AS OF DATE: 20170130 DATE AS OF CHANGE: 20170130 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: APPLIED MICRO CIRCUITS CORP CENTRAL INDEX KEY: 0000711065 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 942586591 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 4555 GREAT AMERICA PKWY #601 CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 4085428600 MAIL ADDRESS: STREET 1: 4555 GREAT AMERICA PKWY #601 CITY: SANTA CLARA STATE: CA ZIP: 95054 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CESARATTO CESAR CENTRAL INDEX KEY: 0001184555 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23193 FILM NUMBER: 17559171 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-01-26 1 0000711065 APPLIED MICRO CIRCUITS CORP AMCC 0001184555 CESARATTO CESAR 4555 GREAT AMERICA PKWY, STE. 601 SANTA CLARA CA 95054 1 0 0 0 COMMON STOCK 2017-01-26 4 U 0 66394 D 15836 D COMMON STOCK 2017-01-26 4 D 0 6598 D 9238 D COMMON STOCK 2017-01-26 4 D 0 9238 D 0 D STOCK OPTION (right to buy) 8.31 2017-01-26 4 D 0 6250 D 2018-05-05 Common Stock 6250 0 D STOCK OPTION (right to buy) 8.31 2017-01-26 4 D 0 2500 D 2018-05-05 Common Stock 2500 0 D STOCK OPTION (right to buy) 5.58 2017-01-26 4 D 0 6250 D 2020-04-30 Common Stock 6250 0 D STOCK OPTION (right to buy) 5.58 2017-01-26 4 D 0 2500 D 2020-04-30 Common Stock 2500 0 D STOCK OPTION (right to buy) 7.12 2017-01-26 4 D 0 6250 D 2017-05-04 Common Stock 6250 0 D STOCK OPTION (right to buy) 7.12 2017-01-26 4 D 0 2500 D 2017-05-04 Common Stock 2500 0 D STOCK OPTION (right to buy) 7.35 2017-01-26 4 D 0 6250 D 2021-04-29 Common Stock 6250 0 D STOCK OPTION (right to buy) 7.35 2017-01-26 4 D 0 6250 D 2021-04-29 Common Stock 2500 0 D STOCK OPTION (right to buy) 10.10 2017-01-26 4 D 0 6250 D 2019-05-02 Common Stock 6250 0 D STOCK OPTION (right to buy) 10.10 2017-01-26 4 D 0 2500 D 2019-05-02 Common Stock 2500 0 D STOCK OPTION (right to buy) 11.86 2017-01-26 4 D 0 2500 D 2018-05-03 Common Stock 2500 0 D STOCK OPTION (right to buy) 11.86 2017-01-26 4 D 0 6250 D 2018-05-03 Common Stock 6250 0 D STOCK OPTION (right to buy) 12.16 2017-01-26 4 D 0 12500 D 2017-05-03 Common Stock 12500 0 D STOCK OPTION (right to buy) 12.16 2017-01-26 4 D 0 2500 D 2017-05-03 Common Stock 2500 0 D Tendered into and disposed of upon the closing of the exchange offer initiated by Montana Merger Sub I, Inc. ("Purchaser") pursuant to the Agreement and Plan of Merger and Reorganization by and among MACOM Technology Solutions Holdings, Inc. ("MACOM"), Purchaser (a wholly owned subsidiary of MACOM), MACOM Connectivity Solutions, LLC (f/k/a Montana Merger Sub II, LLC), and Issuer, dated as of November 21, 2016 (the "Merger Agreement"), whereby Purchaser offered to exchange for each outstanding share of common stock of the Issuer ("Issuer Common Stock") the following- (a) $3.25 in cash and (b) 0.1089 shares of MACOM common stock, plus cash in lieu of any fractional shares of MACOM common stock, in each case, without interest, and less any applicable withholding taxes (cumulatively, the "Transaction Consideration"). The market value of the Transaction Consideration is $8.47 per share, based on the trading price of MACOM common stock as of end of trading on January 25, 2017. Disposed of pursuant to the Merger Agreement, whereby each vested restricted stock unit in Issuer Common Stock ("RSU") was cancelled in exchange for the right to receive the product of the Transaction Consideration multiplied by the number of shares subject to the vested stock unit. Pursuant to the terms of the Reporting Person's restricted stock unit agreement dated August 2, 2016, the restricted stock units subject to such agreement vested on a prorated basis, with respect to 5/12 of the total units, in connection with the Reporting Person's termination from service to Issuer in connection with a change in control of Issuer. Represents unvested RSUs forfeited in connection with the Reporting Person's termination from service to Issuer. Disposed of pursuant to the Merger Agreement, whereby each vested option to acquire Issuer Common Stock with an exercise price less than the Transaction Consideration was cancelled in exchange for the right to receive the product of the Transaction Consideration multiplied by the number of shares issuable upon a cashless net exercise of the option, calculated as the excess of (i) the number of shares of Issuer Common Stock subject to such option over (ii) the number of whole and partial (computed to the nearest four decimal places) shares of Issuer Common Stock with a Fair Market Value equal to the aggregate exercise price of such option. Disposed of pursuant to the Merger Agreement, whereby each vested option to acquire Issuer Common Stock with an exercise price equal to or in excess of the Transaction Consideration was automatically converted into a corresponding option to acquire that number of shares of MACOM common stock equal to the number of shares of Issuer Common Stock subject to the option multiplied by 0.1751 (the "Exchange Ratio") at an exercise price equal to the exercise price of the option per share of Issuer Common Stock divided by the Exchange Ratio. /s/ Cesar Cesaratto 2017-01-29