| 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
VOLTERRA SEMICONDUCTOR CORP [ VLTR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/01/2013 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 10/01/2013 |
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 | 10/01/2013 | D | 2,232 | D | (1) | 0 | D | |||
| Common Stock | 10/01/2013 | D | 1,528(2) | D | (1) | 0 | I | Held in Trust(3) | ||
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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 | ||||||||
| Stock Option (right to buy) | $14.76 | 10/01/2013 | D | 40,000 | (4) | 02/02/2015 | Common Stock | (4) | $0.00 | 0 | D | ||||
| Stock Option (right to buy) | $19.09 | 10/01/2013 | D | 30,000 | (4) | 02/03/2016 | Common Stock | (4) | $0.00 | 0 | D | ||||
| Stock Option (right to buy) | $13.45 | 10/01/2013 | D | 60,000 | (4) | 02/02/2014 | Common Stock | (4) | $0.00 | 0 | D | ||||
| Stock Option (right to buy) | $9.18 | 10/01/2013 | D | 40,000 | (4) | 01/31/2015 | Common Stock | (4) | $0.00 | 0 | D | ||||
| Stock Option (right to buy) | $7.16 | 10/01/2013 | D | 30,000 | (4) | 01/29/2016 | Common Stock | (4) | $0.00 | 0 | D | ||||
| Stock Option (right to buy) | $20.23 | 10/01/2013 | D | 26,000(5) | (4) | 01/28/2017 | Common Stock | (4) | $0.00 | 0 | D | ||||
| Stock Option (right to buy) | $15.12 | 10/01/2013 | D | 90,000 | (4) | 01/27/2020 | Common Stock | (4) | $0.00 | 0 | D | ||||
| Restricted Stock Unit | (6) | 10/01/2013 | D | 30,000 | (6) | 06/13/2020 | Common Stock | (6) | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the terms of the Plan of Merger Agreement by and between Maxim Integrated Products, Inc. and Volterra Semiconductor Corporation (the "Merger Agreement"), each share of Volterra common stock was validly tendered for $23.00 per share in cash, without interest, subject to any required witholding of taxes. |
| 2. This amount reflects the amount of shares held by the Teuscher 2007 Trust following bonafide gift dispostions from the Teuscher 2007 Trust for a total amount of 113,026 shares on September 23, 2013. |
| 3. Held by the Teuscher 2007 Trust, of which the reporting person is a co-trustee. |
| 4. Pursuant to the terms of the Merger Agreement, each stock option that was outstanding, whether vested or unvested, with an exercise price per share less than the Offer Price as of the Effective Time (as defined in the Merger Agreement) was substituted with a Substitute Option (as defined in the Merger Agreement). |
| 5. This Amendment is being filed to correct the number of shares reported. |
| 6. Pursuant to the terms of the Merger Agreement, each restricted Stock Unit ("RSU") that was outstanding as of the Effective Time (as defined in the Merger Agreement) was substituted with a Substitute RSU (as defined in the Merger Agreement). |
| Remarks: |
| /s/David Oh, by Power of Attorney | 10/01/2013 | |
| ** 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. | ||