0001209191-16-092482.txt : 20160120 0001209191-16-092482.hdr.sgml : 20160120 20160120145431 ACCESSION NUMBER: 0001209191-16-092482 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160115 FILED AS OF DATE: 20160120 DATE AS OF CHANGE: 20160120 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: FEIN DAVID M CENTRAL INDEX KEY: 0001626274 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19084 FILM NUMBER: 161350696 MAIL ADDRESS: STREET 1: 1380 BORDEAUX DRIVE CITY: SUNNYVALE STATE: CA ZIP: 94089 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-01-15 1 0000767920 PMC SIERRA INC PMCS 0001626274 FEIN DAVID M 1380 BORDEAUX DRIVE SUNNYVALE CA 94089 0 1 0 0 VP of Worldwide Sales Common Stock 2016-01-15 4 D 0 1976 D 0 D Stock Options (right to buy) 6.65 2016-01-15 4 D 0 54600 D Common Stock 54600 0 D Stock Options (right to buy) 8.88 2016-01-15 4 D 0 30000 D Common Stock 30000 0 D Restricted Stock Units 2016-01-15 4 D 0 49350 D Common Stock 49350 0 D Performance Restricted Stock Units 2016-01-15 4 A 0 37300 A Common Stock 37300 0 D Performance Restricted Stock Units 2016-01-15 4 D 0 37300 D Common Stock 37300 0 D Disposed of pursuant to the Agreement and Plan of Merger by and among Microsemi Corporation ("Microsemi"), Lois Acquisition Corp. (a wholly-owned subsidiary of Microsemi), and Issuer, dated as of November 24, 2015 (the "Merger Agreement" and, the transaction contemplated therein, the "Merger"), whereby each share of Issuer common stock was canceled and automatically converted into $9.22 in cash, without interest, and 0.0771 shares of Microsemi common stock (together, the "Per Share Amount"), with the fractional shares being paid in cash as provided in the Merger Agreement. The market value of the Per Share Amount is $11.67 per share, based on the trading price of Microsemi common stock as of end of trading on January 14, 2016. 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 2016-01-20