0000899243-16-027402.txt : 20160817
0000899243-16-027402.hdr.sgml : 20160817
20160817153134
ACCESSION NUMBER: 0000899243-16-027402
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160816
FILED AS OF DATE: 20160817
DATE AS OF CHANGE: 20160817
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: QLOGIC CORP
CENTRAL INDEX KEY: 0000918386
STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576]
IRS NUMBER: 330537669
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0330
BUSINESS ADDRESS:
STREET 1: 26650 ALISO VIEJO PARKWAY
CITY: ALISO VIEJO
STATE: CA
ZIP: 92656
BUSINESS PHONE: (949) 389-6000
MAIL ADDRESS:
STREET 1: 26650 ALISO VIEJO PARKWAY
CITY: ALISO VIEJO
STATE: CA
ZIP: 92656
FORMER COMPANY:
FORMER CONFORMED NAME: Q LOGIC CORP
DATE OF NAME CHANGE: 19940201
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Klein Roger J
CENTRAL INDEX KEY: 0001374434
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-23298
FILM NUMBER: 161838492
MAIL ADDRESS:
STREET 1: 26650 ALISO VIEJO PARKWAY
CITY: ALISO VEIJO
STATE: CA
ZIP: 92656
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2016-08-16
1
0000918386
QLOGIC CORP
QLGC
0001374434
Klein Roger J
26650 ALISO VIEJO PARKWAY
ALISO VIEJO
CA
92656
0
1
0
0
Senior VP and GM
Common Stock
2016-08-16
4
D
0
15810
D
0
D
Restricted Stock Units
2016-08-16
4
D
0
43352
D
Common Stock
43352
0
D
Performance Restricted Stock Units
2016-08-16
4
D
0
60051
D
Common Stock
60051
0
D
Stock Options (Right to buy)
13.85
2016-08-16
4
D
0
30000
D
Common Stock
30000
0
D
Stock Options (Right to buy)
13.96
2016-08-16
4
D
0
37500
D
Common Stock
37500
0
D
Stock Options (Right to buy)
15.06
2016-08-16
4
D
0
106000
D
Common Stock
106000
0
D
Stock Options (Right to buy)
15.64
2016-08-16
4
D
0
44800
D
Common Stock
44800
0
D
Stock Options (Right to buy)
16.58
2016-08-16
4
D
0
40000
D
Common Stock
40000
0
D
Stock Options (Right to buy)
17.85
2016-08-16
4
D
0
68000
D
Common Stock
68000
0
D
Disposed of pursuant to the Agreement and Plan of Merger by and among Cavium, Inc. ("Cavium"), Quasar Acquisition Corp. (a wholly owned subsidiary of Cavium), and Issuer, dated as of June 15, 2016 (the "Merger Agreement" and, the transaction contemplated therein, the "Merger"), whereby each share of Issuer common stock was cancelled and automatically converted into $11.00 in cash, without interest, and 0.098 shares of Cavium 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 $16.09 per share, based on the trading price of Cavium common stock as of end of trading on August 15, 2016.
These Restricted Stock Units (the "Issuer RSUs") were assumed and converted in the Merger into that number of Cavium restricted stock units of Cavium 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) 0.098 and (B) the quotient obtained by dividing (i) $11.00 by (ii) the volume weighted average trading price of Cavium common stock on Nasdaq for the five consecutive trading days ending on August 15, 2016 (the sum, the "Equity Conversion Ratio," calculated to equal approximately 0.2195). The Converted RSUs are subject to the same terms and conditions as were applicable under such Issuer RSUs. Each Converted RSU that vests after the effective time of the Merger will be settled in shares of Cavium common stock.
These Performance Restricted Stock Units (the "Issuer PRSUs") were assumed and converted in the Merger into that number of Cavium restricted stock units of Cavium 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 PRSUs, based on achievement as of August 15, 2016 of the performance vesting terms applicable to such Issuer PRSUs for the performance period applicable to such Issuer PRSUs, and (y) the Equity Conversion Ratio (calculated to equal approximately 0.2195 as described above). The Converted PRSUs are subject to the same terms and conditions as were applicable under such Issuer PRSUs but shall not be subject to any performance-based vesting terms following the effective time of the Merger. Each Converted PRSU that vests after the effective time of the Merger will be settled in shares of Cavium common stock.
Disposed of pursuant to the Merger Agreement and the Merger, whereby each Issuer vested stock option was cancelled and automatically converted into a combination of cash and Cavium 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.
/s/ Michael L. Hawkins as Attorney-in-Fact
2016-08-16