0001104659-15-031825.txt : 20150429 0001104659-15-031825.hdr.sgml : 20150429 20150429204328 ACCESSION NUMBER: 0001104659-15-031825 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150427 FILED AS OF DATE: 20150429 DATE AS OF CHANGE: 20150429 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: VITESSE SEMICONDUCTOR CORP CENTRAL INDEX KEY: 0000880446 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770138960 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 4721 CALLE CARGA CITY: CAMARILLO STATE: CA ZIP: 93012 BUSINESS PHONE: 8053883700 MAIL ADDRESS: STREET 1: 4721 CALLE CARGA CITY: CAMARILLO STATE: CA ZIP: 93012 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MCDERMUT MARTIN S CENTRAL INDEX KEY: 0001114333 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31614 FILM NUMBER: 15814829 MAIL ADDRESS: STREET 1: C/O VITESSE SEMICONDUCTOR CORPORATION STREET 2: 4721 CALLE CARGA CITY: CAMARILLO STATE: CA ZIP: 93012 4 1 a4.xml 4 X0306 4 2015-04-27 1 0000880446 VITESSE SEMICONDUCTOR CORP VTSS 0001114333 MCDERMUT MARTIN S C/O VITESSE SEMICONDUCTOR CORPORATION 4721 CALLE CARGA CAMARILLO CA 93012 0 1 0 0 Chief Financial Officer Common Stock 2015-04-27 4 U 0 226385 5.28 D 0 D Stock Option (Right to Buy) 3.33 2015-04-28 4 D 0 50000 D 2021-08-10 Common Stock 50000 0 D Stock Option (Right to Buy) 2.54 2015-04-28 4 D 0 25000 D 2021-12-09 Common Stock 25000 0 D Stock Option (Right to Buy) 2.10 2015-04-28 4 D 0 31000 D 2023-03-07 Common Stock 31000 0 D Stock Option (Right to Buy) 2.53 2015-04-28 4 D 0 65000 D 2023-12-10 Common Stock 65000 0 D Stock Option (Right to Buy) 2.53 2015-04-28 4 D 0 50000 D 2023-12-10 Common Stock 50000 0 D Stock Option (Right to Buy) 4.15 2015-04-28 4 D 0 55000 D 2025-02-26 Common Stock 55000 0 D Restricted Stock Unit 2015-04-28 4 D 0 48375 5.28 D Common Stock 48375 0 D Restricted Stock Unit 2015-04-28 4 D 0 32500 5.28 D Common Stock 32500 0 D Restricted Stock Unit 2015-04-28 4 D 0 20625 5.28 D Common Stock 20625 0 D In connection with the Agreement and Plan of Merger, dated March 17, 2015, by and among Vitesse Semiconductor Corporation, Microsemi Corporation and LLIU100 Acquisition Corp. (the "Merger Agreement"), this stock option, which provided for vesting in 24 equal installments beginning on November 10, 2011, was cancelled in the merger in exchange for a cash amount equal to the number of shares underlying this option multiplied by the difference between the per share consideration of $5.28 and the per share exercise price of this option. In connection with the Merger Agreement, this stock option, which provided for vesting one-fourth on February 1, 2012 and thereafter in three equal annual installments beginning December 9, 2012, was cancelled in the merger in exchange for a cash amount equal to the number of shares underlying this option multiplied by the difference between the per share consideration of $5.28 and the per share exercise price of this option. In connection with the Merger Agreement and the termination of Mr. McDermut's employment with Vitesse Semiconductor Corporation immediately following the merger, this stock option, which provided for vesting in one-fourth on May 1, 2013 and thereafter in three equal annual installments beginning March 7, 2014, became vested in full in accordance with the terms of Mr. McDermut's employment agreement and was cancelled in the merger in exchange for a cash amount equal to the number of shares underlying this option multiplied by the difference between the per share consideration of $5.28 and the per share exercise price of this option. In connection with the Merger Agreement and the termination of Mr. McDermut's employment with Vitesse Semiconductor Corporation immediately following the merger, this stock option, which provided for vesting one-fourth on February 1, 2014 and thereafter in three equal annual installments beginning December 10, 2014, became vested in full in accordance with the terms of Mr. McDermut's employment agreement and was cancelled in the merger in exchange for a cash amount equal to the number of shares underlying this option multiplied by the difference between the per share consideration of $5.28 and the per share exercise price of this option. These options provided for vesting if either of the following conditions was met prior to December 10, 2018: (i) the closing price of the Company's shares of common stock equaled or exceeded twice the exercise price of $2.53 for 30 consecutive trading days; or (ii) a change in control occurred where the Company's stockholders received in consideration of their shares of common stock cash or other consideration with a value at least equal to twice the exercise price of $2.53. Based on the offer price of $5.28, this option fully vested upon consummation of the tender offer, and was cancelled in the merger in exchange for a cash amount equal to the number of shares underlying this option multiplied by the difference between the per share consideration of $5.28 and the per share exercise price of this option. In connection with the Merger Agreement and the termination of Mr. McDermut's employment with Vitesse Semiconductor Corporation immediately following the merger, this stock option, which provided for vesting one-fourth on April 1, 2015 and thereafter in three equal annual installments beginning February 26, 2016, became fully vested with respect to 41,250 shares and lapsed with respect to 13,750 shares. The vested portion of the option was cancelled in the merger in exchange for a cash amount equal to the number of shares underlying the vested portion of this option multiplied by the difference between the per share consideration of $5.28 and the per share exercise price of this option. Each restricted stock unit represents a contingent right to receive one share of Vitesse Semiconductor Corporation common stock. In connection with the Merger Agreement and the termination of Mr. McDermut's employment with Vitesse Semiconductor Corporation immediately following the merger, these restricted stock units, which provided for vesting one-third on October 7, 2015 and thereafter in two equal annual installments beginning on October 7, 2016, became fully vested with respect to 32,250 shares and lapsed with respect to 16,125 shares in accordance with the terms of Mr. McDermut's employment agreement. The vested portion of the restricted stock award was cancelled in the merger in exchange for a cash amount equal to the number of shares underlying the vested restricted stock units multiplied by the per share merger consideration of $5.28. In connection with the Merger Agreement and the termination of Mr. McDermut's employment with Vitesse Semiconductor Corporation immediately following the merger, these restricted stock units, which provided for vesting one-half on December 10, 2015 and one-half on December 10, 2016, became fully vested in accordance with the terms of Mr. McDermut's employment agreement. The restricted stock units were cancelled in the merger in exchange for a cash amount equal to the number of shares underlying the restricted stock units by the per share merger consideration of $5.28. In connection with the Merger Agreement and the termination of Mr. McDermut's employment with Vitesse Semiconductor Corporation immediately following the merger, these restricted stock units, which provided for vesting in full on March 7, 2016, became fully vested in accordance with the terms of Mr. McDermut's employment agreement. These restricted stock units were cancelled in the merger in exchange for a cash amount equal to the number of shares underlying the restricted stock units by the per share merger consideration of $5.28. /s/ Martin S. McDermut 2015-04-29