0001415889-15-002225.txt : 20150629 0001415889-15-002225.hdr.sgml : 20150629 20150629211704 ACCESSION NUMBER: 0001415889-15-002225 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150625 FILED AS OF DATE: 20150629 DATE AS OF CHANGE: 20150629 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRATED SILICON SOLUTION INC CENTRAL INDEX KEY: 0000854701 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770199971 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 1623 BUCKEYE DRIVE CITY: MILPITAS STATE: CA ZIP: 95035 BUSINESS PHONE: 4089696600 MAIL ADDRESS: STREET 1: 1623 BUCKEYE DRIVE CITY: MILPITAS STATE: CA ZIP: 95035 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MITCHELL MARK R CENTRAL INDEX KEY: 0001285596 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23084 FILM NUMBER: 15959804 MAIL ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Smith Jeffrey C CENTRAL INDEX KEY: 0001362697 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23084 FILM NUMBER: 15959803 MAIL ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Feld Peter A CENTRAL INDEX KEY: 0001410600 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23084 FILM NUMBER: 15959802 MAIL ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 4 1 form406297142d_06292015.xml OWNERSHIP DOCUMENT X0306 4 2015-06-25 1 0000854701 INTEGRATED SILICON SOLUTION INC ISSI 0001362697 Smith Jeffrey C 777 THIRD AVENUE, 18TH FLOOR NEW YORK NY 10017 0 0 1 1 See Footnote 1 0001410600 Feld Peter A 777 THIRD AVENUE, 18TH FLOOR NEW YORK NY 10017 0 0 1 1 See Footnote 1 0001285596 MITCHELL MARK R 777 THIRD AVENUE, 18TH FLOOR NEW YORK NY 10017 0 0 1 1 See Footnote 1 Common Stock, $0.0001 Par Value 2015-06-25 4 S 0 173977 22.1857 D 1983003 I By Starboard Value and Opportunity Master Fund Ltd Common Stock, $0.0001 Par Value 2015-06-25 4 S 0 60434 22.2444 D 1922569 I By Starboard Value and Opportunity Master Fund Ltd Common Stock, $0.0001 Par Value 2015-06-25 4 S 0 120869 22.25 D 1801700 I By Starboard Value and Opportunity Master Fund Ltd Common Stock, $0.0001 Par Value 2015-06-25 4 S 0 90651 22.16 D 1711049 I By Starboard Value and Opportunity Master Fund Ltd Common Stock, $0.0001 Par Value 2015-06-25 4 S 0 438147 22.2533 D 1272902 I By Starboard Value and Opportunity Master Fund Ltd Common Stock, $0.0001 Par Value 2015-06-25 4 S 0 38504 22.1857 D 438877 I By Starboard Value and Opportunity S LLC Common Stock, $0.0001 Par Value 2015-06-25 4 S 0 13375 22.2444 D 425502 I By Starboard Value and Opportunity S LLC Common Stock, $0.0001 Par Value 2015-06-25 4 S 0 26750 22.25 D 398752 I By Starboard Value and Opportunity S LLC Common Stock, $0.0001 Par Value 2015-06-25 4 S 0 20063 22.16 D 378689 I By Starboard Value and Opportunity S LLC Common Stock, $0.0001 Par Value 2015-06-25 4 S 0 96970 22.2533 D 281719 I By Starboard Value and Opportunity S LLC Common Stock, $0.0001 Par Value 2015-06-25 4 S 0 21052 22.1857 D 239949 I By Starboard Value and Opportunity C LP Common Stock, $0.0001 Par Value 2015-06-25 4 S 0 7313 22.2444 D 232636 I By Starboard Value and Opportunity C LP Common Stock, $0.0001 Par Value 2015-06-25 4 S 0 14625 22.25 D 218011 I By Starboard Value and Opportunity C LP Common Stock, $0.0001 Par Value 2015-06-25 4 S 0 10969 22.16 D 207042 I By Starboard Value and Opportunity C LP Common Stock, $0.0001 Par Value 2015-06-25 4 S 0 53017 22.2533 D 154025 I By Starboard Value and Opportunity C LP Common Stock, $0.0001 Par Value 2015-06-25 4 S 0 54346 22.1857 D 619442 I By Managed Account of Starboard Value LP Common Stock, $0.0001 Par Value 2015-06-25 4 S 0 18878 22.2444 D 600564 I By Managed Account of Starboard Value LP Common Stock, $0.0001 Par Value 2015-06-25 4 S 0 37756 22.25 D 562808 I By Managed Account of Starboard Value LP Common Stock, $0.0001 Par Value 2015-06-25 4 S 0 28317 22.16 D 534491 I By Managed Account of Starboard Value LP Common Stock, $0.0001 Par Value 2015-06-25 4 S 0 136866 22.2533 D 397625 I By Managed Account of Starboard Value LP This Form 4 is filed jointly by Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund"), Starboard Value and Opportunity S LLC ("Starboard S LLC"), Starboard Value and Opportunity C LP ("Starboard C LP"), Starboard Value LP ("Starboard Value LP"), Starboard Value GP LLC ("Starboard Value GP"), Starboard Principal Co LP ("Principal Co"), Starboard Principal Co GP LLC ("Principal GP"), Starboard Value R LP ("Starboard R LP"), Starboard Value R GP LLC ("Starboard R GP"), Jeffrey C. Smith, Mark R. Mitchell, and Peter A. Feld (collectively, the "Reporting Persons"). As of June 25, 2015, the Reporting Persons ceased to own in the aggregate more than 10% of the Issuer's outstanding shares of Common Stock. To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission. Each Reporting Person, as a member of a "group" with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose. Shares of Common Stock beneficially owned by Starboard V&O Fund. Starboard Value LP, as the investment manager of Starboard V&O Fund, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Starboard V&O Fund. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith, Mitchell and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Starboard V&O Fund. Shares of Common Stock beneficially owned by Starboard S LLC. Starboard Value LP, as the manager of Starboard S LLC, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Starboard S LLC. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith, Mitchell and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Starboard S LLC. Shares of Common Stock beneficially owned by Starboard C LP. Each of Starboard R LP, as the general partner of Starboard C LP, and Starboard R GP, as the general partner of Starboard R LP, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Starboard C LP. Starboard Value LP, as the investment manager of Starboard C LP, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Starboard C LP. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith, Mitchell and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Starboard C LP. Shares held in an account managed by Starboard Value LP. Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member ofStarboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith, Mitchell and Feld, as members of Principal GP and as membersof each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed to be the beneficial ownerof the shares of Common Stock beneficially owned by Starboard Value LP. By: /s/ Jeffrey C. Smith 2015-06-29 Mark R. Mitchell; By: /s/ Jeffrey C. Smith, Attorney in Fact 2015-06-29 Peter A. Feld; By: /s/ Jeffrey C. Smith, Attorney in Fact 2015-06-29