0000899243-16-027408.txt : 20160817 0000899243-16-027408.hdr.sgml : 20160817 20160817153437 ACCESSION NUMBER: 0000899243-16-027408 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: Rossiter Jay CENTRAL INDEX KEY: 0001626704 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23298 FILM NUMBER: 161838503 MAIL ADDRESS: STREET 1: 3460 W. BAYSHORE ROAD CITY: PALO ALTO STATE: CA ZIP: 94303 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-08-16 1 0000918386 QLOGIC CORP QLGC 0001626704 Rossiter Jay 26650 ALISO VIEJO PARKWAY ALISO VIEJO CA 92656 1 0 0 0 Common Stock 2016-08-16 4 D 0 2682 D 0 D Restricted Stock Units 2016-08-16 4 D 0 9533 D Common Stock 9533 0 D Stock Options (Right to buy) 14.91 2016-08-16 4 D 0 22059 D Common Stock 22059 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. In connection with the Merger, the vesting of this Restricted Stock Unit award (the "RSU") was fully accelerated pursuant to the terms of the RSU. Pursuant to the Merger Agreement, each Issuer share issuable upon vesting of the award was cancelled and automatically converted into the right to receive the Per Share Amount. 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