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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SILICON IMAGE INC [ SIMG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/15/2014 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 10/15/2014 | A | 50,000(1) | A | $0 | 50,000 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | $4.42 | 10/15/2014 | A | 200,000 | 10/15/2015(2) | 10/15/2021 | Common Stock | 200,000 | $0 | 200,000 | D | ||||
Performance Shares | $0 | 10/15/2014 | A | 150,000 | 12/31/2015(3) | (4) | Common Stock | 150,000 | $0 | 150,000 | D |
Explanation of Responses: |
1. The restricted stock units shall vest with respect to one fourth (1/4) of the total number of shares (rounded to the nearest whole share) on each one year anniversary of the Grant Date until such time as the restricted stock units are vested with respect to all of the shares. |
2. The option shall become vested and exercisable with respect to one fourth (1/4) of the total number of shares (rounded to the nearest whole share) on the one year anniversary of the Grant Date, and thereafter, on the fifteenth (15th) day of each succeeding month, the option shall become vested and exercisable with respect to an additional one forty-eighth (1/48) of the total number of shares (rounded to the nearest whole share) until such time as the option is vested and exercisable with respect to all of the shares. |
3. The performance-based restricted stock units ("PBRSUs") will vest as follows: 50,000 of the total number of shares shall vest on 12/31/15, 50,000 of the total number of shares shall vest on 12/31/16, 50,000 of the total number of shares shall vest on 12/31/17, provided that the Registrant's GAAP earnings per share (EPS) for the fiscal year ending on each Vesting Date (as evidenced by the Registrant's audited financial results and confirmed by the Compensation Committee) is equal to or greater than the target GAAP EPS for each such fiscal year established by the Compensation Committee. No Shares will vest as to any of the grants listed herein, upon any of the Vesting Dates unless the recipient continues to provide services to the Registrant as of such Vesting Date. Mr. Sheikh will be required to hold any shares of common stock received upon the vesting of any PBRSUs for one year following the applicable vesting date. |
4. Any PBRSUs not vesting on a Vesting Date due to the Registrant's GAAP EPS for the fiscal year in question not meeting the target for such fiscal year established by the Compensation Committee shall be forfeited. |
By: /s/ Ganda Gunawan, Attorney in Fact For: Khurram P. Sheikh | 10/17/2014 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |