0000899243-21-034561.txt : 20210830 0000899243-21-034561.hdr.sgml : 20210830 20210830211655 ACCESSION NUMBER: 0000899243-21-034561 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: MEDLIN EDWIN CENTRAL INDEX KEY: 0001360005 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34192 FILM NUMBER: 211225267 MAIL ADDRESS: STREET 1: MAXIM INTEGRATED PRODUCTS INC STREET 2: 120 SAN GABRIEL DRIVE CITY: SUNNYVALE STATE: CA ZIP: 94086 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 0001360005 MEDLIN EDWIN 160 RIO ROBLES SAN JOSE CA 95134 0 1 0 0 See Remarks Common Stock 2021-08-26 4 D 0 75090 D 0 D Performance Shares 0.00 2021-08-26 4 D 0 15404 0.00 D Common Stock 0 D Performance Shares 0.00 2021-08-26 4 D 0 22968 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 (i) 9,949 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 and (ii) 7,018 Restricted Stock Units that, pursuant to the Merger Agreement, were disposed of in exchange for restricted stock unit awards with respect to a number of shares of ADI common stock based on the Exchange Ratio on the same vesting and other terms and conditions. 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) 8,302 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) 18,122 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. SVP, Chief Legal, Admin & Compl. Offcr /s/ BY MARK CASPER, ATTORNEY-IN-FACT FOR EDWIN MEDLIN 2021-08-30