SEC FORM 4

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^*

KING CHRISTINE

(Last)

(First)

(Middle)

26650 ALISO VIEJO PARKWAY

(Street)

ALISO VIEJO

92656

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
QLOGIC CORP [ QLGC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
08/16/2016

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/16/2016		D		25,719	D	⁽¹⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	08/16/2016		D			92,246	⁽²⁾	⁽²⁾	Common Stock	92,246	⁽²⁾	0	D
Restricted Stock Units	⁽³⁾	08/16/2016		D			15,000	⁽³⁾	⁽³⁾	Common Stock	15,000	⁽³⁾	0	D
Performance Restricted Stock Units	⁽⁴⁾	08/16/2016		D			83,032	⁽⁴⁾	⁽⁴⁾	Common Stock	83,032	⁽⁴⁾	0	D
Stock Options (Right to buy)	$10.59	08/16/2016		D			24,814	⁽⁵⁾	⁽⁵⁾	Common Stock	24,814	⁽⁵⁾	0	D
Stock Options (Right to buy)	$11.26	08/16/2016		D			2,529	⁽⁵⁾	⁽⁵⁾	Common Stock	2,529	⁽⁵⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger by and among Cavium, Inc. ("Cavium"), Quasar Acquisition Corp. (a wholly owned subsidiary of Cavium), and Issuer, dated as of June 15, 2016 (the "Merger Agreement" and, the transaction contemplated therein, the "Merger"), whereby each share of Issuer common stock was cancelled and automatically converted into $11.00 in cash, without interest, and 0.098 shares of Cavium common stock (together, the "Per Share Amount"), with the fractional shares being paid in cash as provided in the Merger Agreement. The market value of the Per Share Amount is $16.09 per share, based on the trading price of Cavium common stock as of end of trading on August 15, 2016.

2. These Restricted Stock Units (the "Issuer RSUs") were assumed and converted in the Merger into that number of Cavium restricted stock units of Cavium common stock, rounded down to the nearest whole share ("Converted RSUs"), equal to the product of (x) the number of shares of Issuer common stock subject to such Issuer RSU and (y) the sum of (A) 0.098 and (B) the quotient obtained by dividing (i) $11.00 by (ii) the volume weighted average trading price of Cavium common stock on Nasdaq for the five consecutive trading days ending on August 15, 2016 (the sum, the "Equity Conversion Ratio," calculated to equal approximately 0.2195). The Converted RSUs are subject to the same terms and conditions as were applicable under such Issuer RSUs. Each Converted RSU that vests after the effective time of the Merger will be settled in shares of Cavium common stock.

3. In connection with the Merger, the vesting of this Restricted Stock Unit award (the "RSU") was fully accelerated pursuant to the terms of the RSU. Pursuant to the Merger Agreement, each Issuer share issuable upon vesting of the award was cancelled and automatically converted into the right to receive the Per Share Amount.

4. These Performance Restricted Stock Units (the "Issuer PRSUs") were assumed and converted in the Merger into that number of Cavium restricted stock units of Cavium common stock, rounded down to the nearest whole share ("Converted PRSUs"), equal to the product of (x) the number of shares of Issuer common stock subject to such Issuer PRSUs, based on achievement as of August 15, 2016 of the performance vesting terms applicable to such Issuer PRSUs for the performance period applicable to such Issuer PRSUs, and (y) the Equity Conversion Ratio (calculated to equal approximately 0.2195 as described above). The Converted PRSUs are subject to the same terms and conditions as were applicable under such Issuer PRSUs but shall not be subject to any performance-based vesting terms following the effective time of the Merger. Each Converted PRSU that vests after the effective time of the Merger will be settled in shares of Cavium common stock.

5. Disposed of pursuant to the Merger Agreement and the Merger, whereby each Issuer vested stock option was cancelled and automatically converted into a combination of cash and Cavium common stock that together equal the positive difference, if any, between the dollar value of the Per Share Amount and the exercise price applicable to the Issuer stock option, multiplied by the number of shares of Issuer common stock for which the Issuer stock option was exercisable.

Remarks:

	/s/ Michael L. Hawkins as Attorney-in-Fact	08/16/2016
	** 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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