0001209191-16-092269.txt : 20160119
0001209191-16-092269.hdr.sgml : 20160118
20160119210757
ACCESSION NUMBER: 0001209191-16-092269
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160115
FILED AS OF DATE: 20160119
DATE AS OF CHANGE: 20160119
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: PMC SIERRA INC
CENTRAL INDEX KEY: 0000767920
STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674]
IRS NUMBER: 942925073
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1226
BUSINESS ADDRESS:
STREET 1: 1380 BORDEAUX DRIVE
CITY: SUNNYVALE
STATE: CA
ZIP: 94089
BUSINESS PHONE: 408-369-1176
MAIL ADDRESS:
STREET 1: ATTENTION: TREASURER
STREET 2: 1380 BORDEAUX DRIVE
CITY: SUNNYVALE
STATE: CA
ZIP: 94089
FORMER COMPANY:
FORMER CONFORMED NAME: SIERRA SEMICONDUCTOR CORP
DATE OF NAME CHANGE: 19950419
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LANG GREGORY S
CENTRAL INDEX KEY: 0001230191
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-19084
FILM NUMBER: 161349575
MAIL ADDRESS:
STREET 1: C/O INTEGRATED DEVICE TECHNOLOGY, INC.
STREET 2: 6024 SILVER CREEK VALLEY ROAD
CITY: SAN JOSE
STATE: CA
ZIP: 95138
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2016-01-15
1
0000767920
PMC SIERRA INC
PMCS
0001230191
LANG GREGORY S
1380 BORDEAUX DRIVE
SUNNYVALE
CA
94089
1
1
0
0
President and CEO
Stock Options (right to buy)
6.65
2016-01-15
4
D
0
284392
D
Common Stock
284392
0
D
Stock Options (right to buy)
6.87
2016-01-15
4
D
0
143369
D
Common Stock
143369
0
D
Stock Options (right to buy)
6.53
2016-01-15
4
D
0
175000
D
Common Stock
175000
0
D
Stock Options (right to buy)
5.71
2016-01-15
4
D
0
122625
D
Common Stock
122625
0
D
Stock Options (right to buy)
7.22
2016-01-15
4
D
0
178383
D
Common Stock
178383
0
D
Stock Options (right to buy)
8.06
2016-01-15
4
D
0
800000
D
Common Stock
800000
0
D
Restricted Stock Units
2016-01-15
4
D
0
207733
D
Common Stock
207733
0
D
Performance Restricted Stock Units
2016-01-15
4
A
0
320309
A
Common Stock
320309
0
D
Performance Restricted Stock Units
2016-01-15
4
D
0
363659
D
Common Stock
363659
0
D
Disposed of pursuant to the Merger Agreement and the Merger, whereby each Issuer stock option was cancelled and automatically converted into a combination of cash and Microsemi common stock that together equal the positive difference, if any, between the dollar value of the Per Share Amount and the exercise price applicable to the Issuer stock option, multiplied by the number of shares of Issuer common stock for which the Issuer stock option was exercisable, less any amount required to be withheld.
This Restricted Stock Unit award (the "RSU") was assumed and converted in the Merger into that number of Microsemi restricted stock units of Microsemi common stock, rounded down to the nearest whole share ("Converted RSUs"), equal to the product of (x) the number of shares of Issuer common stock subject to such Issuer RSU and (y) the sum of (A) 0.0771 and (B) the quotient obtained by dividing (i) $9.22 by (ii) the volume weighted average trading price of Microsemi common stock on Nasdaq for the five (5) consecutive trading days ending on January 14, 2016 (the sum, the "Equity Conversion Ratio," calculated to equal 0.3734). Any Converted RSU is subject to the same terms and conditions as were applicable under such Issuer RSU. Each Converted RSU that vests after the effective time of the Merger will be settled in shares of Microsemi common stock, unless settled by a cash payment equal to the value of such shares, as provided in the Merger Agreement.
Until the Merger, the Reporting Person's right to this Performance Restricted Stock Unit award (the "PRSU") remained subject to the satisfaction of certain performance criteria.
This PRSU was assumed and converted in the Merger into a number of restricted stock units of Microsemi common stock, rounded down to the nearest whole share ("Converted PRSUs"), equal to the product of (x) the number of shares of Issuer common stock subject to such Issuer PRSU, assuming achievement of target-level performance with respect to each performance period, performance cycle or measurement cycle applicable to such Issuer PRSU and (y) the Equity Conversion Ratio (calculated to equal 0.3734). Each Converted PRSU that vests after the effective time of the Merger will be settled in shares of Microsemi common stock, unless settled by a cash payment equal to the value of such shares, as provided in the Merger Agreement.
/s/ Amr Razzak, Attorney-in-Fact
2016-01-19