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