0001140361-17-009718.txt : 20170228
0001140361-17-009718.hdr.sgml : 20170228
20170228170150
ACCESSION NUMBER: 0001140361-17-009718
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170224
FILED AS OF DATE: 20170228
DATE AS OF CHANGE: 20170228
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: INTERSIL CORP/DE
CENTRAL INDEX KEY: 0001096325
STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674]
IRS NUMBER: 593590018
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1001 MURPHY RANCH ROAD
CITY: MILPITAS
STATE: CA
ZIP: 95035
BUSINESS PHONE: 408-546-3375
MAIL ADDRESS:
STREET 1: 1001 MURPHY RANCH ROAD
CITY: MILPITAS
STATE: CA
ZIP: 95035
FORMER COMPANY:
FORMER CONFORMED NAME: INTERSIL HOLDING CO
DATE OF NAME CHANGE: 19991005
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CROWLEY RICHARD D JR
CENTRAL INDEX KEY: 0001184854
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-29617
FILM NUMBER: 17648829
MAIL ADDRESS:
STREET 1: C/O INTEGRATED DEVICE TECHNOLOGY, INC.
STREET 2: 6024 SILVER CREEK VALLEY ROAD
CITY: SAN JOSE
STATE: CA
ZIP: 95138
4
1
doc1.xml
FORM 4
X0306
4
2017-02-24
1
0001096325
INTERSIL CORP/DE
ISIL
0001184854
CROWLEY RICHARD D JR
C/O INTERSIL CORPORATION
1001 MURPHY RANCH ROAD
MILPITAS
CA
95035
0
1
0
0
SVP, CFO & Treasurer
Common Stock
162168.75
D
Common Stock
2017-02-24
4
J
0
10230
D
151938.75
D
Common Stock
2017-02-24
4
D
0
151938.75
D
0
D
Performance-based Market Stock Units (MSUs)
0
2015-04-01
4
D
0
55848
D
Common Stock
55848
0
D
Performance-based Market Stock Units (MSUs)
0
2016-04-01
4
D
0
72260
D
Common Stock
72260
0
D
Deferred Stock Units (DSUs)
0
2014-04-01
4
D
0
7500
D
Common Stock
7500
0
D
Deferred Stock Units (DSUs)
0
2015-04-01
4
D
0
17074
D
Common Stock
17074
0
D
Deferred Stock Units (DSUs)
0
2016-04-01
4
D
0
26034
D
Common Stock
26034
0
D
Pursuant to the Merger Agreement, upon the Closing each unvested Performance-Based Restricted Stock Award ("RSA"), which had been converted from a Performance-Based Market Stock Unit Award ("MSU") on December 20, 2016, was accelerated and the performance measurement period ended as of the Closing. The number of shares acquired by the reporting person is based on ISIL's Total Shareholder Return ("TSR") performance relative to ISIL's peer group of companies over the measurement period. The calculation for the number of shares earned by reporting person was based on 31,000 MSUs (at target) originally issued on 4/1/2014 multiplied by a 200% payout (maximum payout achievable). However, based on actual TSR performance relative to ISIL's peer group of companies at the Closing, the performance payout is 150%. Accordingly 46,500 RSAs vested at the Closing and the remainder of the RSAs (10,230) were forfeited by the reporting person.
Pursuant to the Agreement and Plan of Merger, dated as of September 12, 2016, by and among Intersil Corporation ("ISIL") and Renesas Electronics Corporation, as joined by Chapter One Company (as amended, the "Merger Agreement"), upon the closing of the merger on February 24, 2017 (the "Closing"), each outstanding share of common stock of ISIL was cancelled in exchange for the right to receive $22.50 in cash.
Pursuant to the Merger Agreement, upon the Closing each unvested Performance-Based Market Stock Unit ("MSU") was accelerated and the performance measurement period ended as of the Closing. The number of shares acquired by reporting person is based on ISIL's Total Shareholder Return ("TSR") performance relative to ISIL's peer group of companies over the measurement period. The calculation for the number of shares earned by reporting person is based on 35,540 MSUs (at target) issued on 4/1/2015 multiplied by 157.14% payout.
Pursuant to the Merger Agreement, upon the Closing each unvested Performance-Based Market Stock Unit ("MSU") was accelerated and the performance measurement period ended as of the Closing. The number of shares acquired by reporting person is based on ISIL's Total Shareholder Return ("TSR") performance relative to ISIL's peer group of companies over the measurement period. The calculation for the number of shares earned by reporting person is based on 36,130 MSUs (at target) issued on 4/1/2016 multiplied by 200% payout.
Pursuant to the Merger Agreement, upon the Closing each unvested DSU that was originally scheduled to vest in 2018 was converted into the right to receive a cash payment per share equal to $22.50 per DSU. Unvested DSUs that were originally scheduled to vest in 2018, however, remain subject to the same vesting terms and conditions.
Pursuant to the Merger Agreement, upon the Closing each unvested DSU that was originally scheduled to vest in 2019 (8,537 DSUs) was accelerated and cancelled in exchange for a cash payment per share equal to $22.50 per DSU. In addition, pursuant to the Merger Agreement, upon the Closing each unvested DSU that was originally scheduled to vest in 2018 (8,537 DSUs) was converted into the right to receive a cash payment per share equal to $22.50 per DSU. Unvested DSUs that were originally scheduled to vest in 2018, however, remain subject to the same vesting terms and conditions.
Pursuant to the Merger Agreement, upon the Closing each unvested DSU that was originally scheduled to vest in 2019 (8,678 DSUs) and 2020 (8,678 DSUs) was accelerated and cancelled in exchange for a cash payment per share equal to $22.50 per DSU. In addition, pursuant to the Merger Agreement, upon the Closing each unvested DSU that was originally scheduled to vest in 2018 (8,678 DSUs) was converted into the right to receive a cash payment per share equal to $22.50 per DSU. Unvested DSUs that were originally scheduled to vest in 2018, however, remain subject to the same vesting terms and conditions.
Debbie Ceraolo-Johnson by Power of Attorney
2017-02-28