SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
HUI CHI HUNG

(Last) (First) (Middle)
20534 SEVILLA LANE

(Street)
SARATOGA CA 95070

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PERICOM SEMICONDUCTOR CORP [ PSEM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) X Other (specify below)
Sr.Vice President, R & D Sr.Vice President, R & D
3. Date of Earliest Transaction (Month/Day/Year)
11/24/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/24/2015 D(1) 514,176 D $17.75 37,880 D
Common Stock 11/24/2015 D(1) 16,950 D $17.75 20,930 D
Common Stock 11/24/2015 D(1) 20,930 D $17.75 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $7.65 11/24/2015 D(2) 6,879 10/20/2013 09/20/2023 Common Stock 6,879 $17.75 5,821 D
Non-Qualified Stock Option (right to buy) $7.65 11/24/2015 D(3) 5,821 10/20/2013 09/20/2023 Common Stock 5,821 $17.75 0 D
Non-Qualified Stock Option (right to buy) $7.81 11/24/2015 D(2) 25,556 01/12/2012 12/12/2021 Common Stock 25,556 $17.75 544 D
Non-Qualified Stock Option (right to buy) $7.81 11/24/2015 D(3) 544 01/12/2012 12/12/2021 Common Stock 544 $17.75 0 D
Non-Qualified Stock Option (right to buy) $8.4 11/24/2015 D(2) 31,000 08/31/2006 07/31/2016 Common Stock 31,000 $17.75 0 D
Non-Qualified Stock Option (right to buy) $8.55 11/24/2015 D(2) 26,000 10/13/2010 09/13/2020 Common Stock 26,000 $17.75 0 D
Non-Qualified Stock Option (right to buy) $8.85 11/24/2015 D(2) 16,881 11/02/2012 10/02/2022 Common Stock 16,881 $17.75 5,019 D
Non-Qualified Stock Option (right to buy) $8.85 11/24/2015 D(3) 5,019 11/02/2012 10/02/2022 Common Stock 5,019 $17.75 0 D
Non-Qualified Stock Option (right to buy) $9.18 11/24/2015 D(2) 3,033 11/10/2014 10/10/2024 Common Stock 3,033 $17.75 8,167 D
Non-Qualified Stock Option (right to buy) $9.18 11/24/2015 D(3) 8,167 11/10/2014 10/10/2024 Common Stock 8,167 $17.75 0 D
Non-Qualified Stock Option (right to buy) $10.01 11/24/2015 D(2) 33,400 12/10/2009 11/10/2019 Common Stock 33,400 $17.75 0 D
Non-Qualified Stock Option (right to buy) $15.45 11/24/2015 D(2) 24,000 08/11/2009 08/11/2018 Common Stock 24,000 $17.75 0 D
Non-Qualified Stock Option (right to buy) $16.03 11/24/2015 D(2) 42,000 12/02/2007 11/02/2017 Common Stock 42,000 $17.75 0 D
Explanation of Responses:
1. Disposed of pursuant to the Agreement and Plan of Merger dated as of September 2, 2015, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of November 6, 2015 (the "Merger Agreement" and the transactions contemplated therein, the "Merger"), by and among Diodes Incorporated, PSI Merger Sub, Inc. (a wholly owned subsidiary of Diodes) and Pericom Semiconductor Corporation (?Pericom?), whereby each share of Pericom common stock was canceled in exchange for $17.75 in cash, without interest.
2. Pursuant to the Merger Agreement, each option to purchase common stock was canceled and paid in cash assuming an exercise price of $17.75.
3. Pursuant to the Merger Agreement, this option to purchase common stock was assumed by Diodes in the Merger on the same terms and conditions regarding vesting and exercisability, and automatically converted into restricted stock units.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
By: /S/Angeline Lotilla For: Chi-Hung John Hui 11/25/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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