0000921895-15-001587.txt : 20150608 0000921895-15-001587.hdr.sgml : 20150608 20150608174825 ACCESSION NUMBER: 0000921895-15-001587 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150604 FILED AS OF DATE: 20150608 DATE AS OF CHANGE: 20150608 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MICREL INC CENTRAL INDEX KEY: 0000932111 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 942526744 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1849 FORTUNE DR CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 4089440800 MAIL ADDRESS: STREET 1: 1849 FORTUNE DR CITY: SAN JOSE STATE: CA ZIP: 95131 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: 001-34020 FILM NUMBER: 15919349 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: 001-34020 FILM NUMBER: 15919350 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: 001-34020 FILM NUMBER: 15919351 MAIL ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 4 1 form406297138d_06082015.xml OWNERSHIP DOCUMENT X0306 4 2015-06-04 1 0000932111 MICREL INC MCRL 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, No Par Value 2015-06-04 4 S 0 1036700 13.9005 D 2991477 I By Starboard Value and Opportunity Master Fund Ltd Common Stock, No Par Value 2015-06-04 4 S 0 237520 13.9005 D 685384 I By Starboard Value and Opportunity S LLC Common Stock, No Par Value 2015-06-04 4 S 0 129812 13.9005 D 374583 I By Starboard Value and Opportunity C LP Common Stock, No Par Value 2015-06-04 4 S 0 341397 13.9005 D 985127 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 ("StarboardValue GP"), Starboard Principal Co LP ("Principal Co"), Starboard Principal Co GP LLC ("Principal GP"), Starboard Value R LP ("Starboard R LP"), Starboard ValueR GP LLC ("Starboard R GP"), Jeffrey C. Smith, Mark Mitchell and Peter A. Feld (collectively, the "Reporting Persons"). As of June 4, 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 togain 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 2015-06-08 Mark R. Mitchell; By: /s/ Jeffrey C. Smith, Attorney in Fact 2015-06-08 Peter A. Feld; By: /s/ Jeffrey C. Smith, Attorney in Fact 2015-06-08