0000899243-21-034554.txt : 20210830
0000899243-21-034554.hdr.sgml : 20210830
20210830211252
ACCESSION NUMBER: 0000899243-21-034554
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210826
FILED AS OF DATE: 20210830
DATE AS OF CHANGE: 20210830
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: DOLUCA TUNC
CENTRAL INDEX KEY: 0001183597
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34192
FILM NUMBER: 211225249
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: MAXIM INTEGRATED PRODUCTS INC
CENTRAL INDEX KEY: 0000743316
STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674]
IRS NUMBER: 942896096
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0626
BUSINESS ADDRESS:
STREET 1: 160 RIO ROBLES
CITY: SAN JOSE
STATE: CA
ZIP: 95134
BUSINESS PHONE: 408-601-1000
MAIL ADDRESS:
STREET 1: 160 RIO ROBLES
CITY: SAN JOSE
STATE: CA
ZIP: 95134
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-08-26
1
0000743316
MAXIM INTEGRATED PRODUCTS INC
MXIM
0001183597
DOLUCA TUNC
160 RIO ROBLES
SAN JOSE
CA
95134
1
1
0
0
President and CEO
Common Stock
2021-08-26
4
D
0
38626
D
0
D
Common Stock
2021-08-26
4
D
0
990432
D
0
I
By Trust
Common Stock
2021-08-26
4
D
0
176281
D
0
I
By Trust
Performance Shares
0.00
2021-08-26
4
D
0
61980
0.00
D
Common Stock
0
D
Performance Shares
0.00
2021-08-26
4
D
0
97440
0.00
D
Common Stock
0
D
Reflects disposition in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of July 12, 2020 (the "Merger Agreement"), among the Issuer, Analog Devices, Inc. ("ADI") and Magneto Corp. ("Merger Sub"), pursuant to which (i) Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of ADI , and (ii) at the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.001 per share, of the Issuer (the "Common Stock") outstanding immediately prior to the Effective Time was disposed of in exchange for 0.6300 (the "Exchange Ratio") of a share of common stock, par value $0.16 2/3 per share,
(Continued from Footnote 1) of ADI (having a market value at the Effective Time of $103.32 per share of Common Stock based on the closing price per share of ADI common stock on the last trading day prior to the Merger of $164.00 per share), together with cash in lieu of any fractional shares of ADI common stock.
Includes 38,626 Restricted Shares that, pursuant to the Merger Agreement, were disposed of in exchange for a number of restricted shares of ADI common stock based on the Exchange Ratio on the same vesting and other terms and conditions as the Restricted Shares.
Represents performance share units of the Issuer that were previously reported in connection with a performance share award granted on September 3, 2019 and would have vested on August 15, 2023.
In accordance with the terms of the Merger Agreement and the award agreement, (i) 33,408 shares underlying such performance share award automatically vested immediately prior to the Effective Time, with the number of shares of Common Stock ultimately acquired upon such vesting event being net of a number shares of Common Stock withheld for tax withholding pursuant to the award agreement and which Common Stock was disposed of at the Effective Time for a number of shares of ADI common stock based on the Exchange Ratio and (ii) the balance of such performance share award was disposed of in exchange for a time-based restricted stock unit award with respect to a number of shares of ADI common stock determined by multiplying the number of shares of Common Stock subject to such performance share award (after giving effect to the applicable provisions, if any, of the award agreement governing the treatment of such award upon the consummation of a "change in control"), by the Exchange Ratio.
Represents performance share units of the Issuer that were previously reported in connection with a performance share award granted on September 4, 2018 and would have vested on August 15, 2022.
In accordance with the terms of the Merger Agreement and the award agreement, (i) 76,883 shares underlying such performance share award automatically vested immediately prior to the Effective Time, with the number of shares of Common Stock ultimately acquired upon such vesting event being net of a number shares of Common Stock withheld for tax withholding pursuant to the award agreement and which Common Stock was disposed of at the Effective Time for a number of shares of ADI common stock based on the Exchange Ratio and (ii) the balance of such performance share award was disposed of in exchange for a time-based restricted stock unit award with respect to a number of shares of ADI common stock determined by multiplying the number of shares of Common Stock subject to such performance share award (after giving effect to the applicable provisions, if any, of the award agreement governing the treatment of such award upon the consummation of a "change in control"), by the Exchange Ratio.
/s/ BY MARK CASPER, ATTORNEY-IN-FACT FOR TUNC DOLUCA
2021-08-30