0001437749-13-012167.txt : 20130920 0001437749-13-012167.hdr.sgml : 20130920 20130920125025 ACCESSION NUMBER: 0001437749-13-012167 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130917 FILED AS OF DATE: 20130920 DATE AS OF CHANGE: 20130920 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MEMSIC Inc CENTRAL INDEX KEY: 0001386198 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 800 Turnpike Street CITY: North Andover STATE: MA ZIP: 01845 BUSINESS PHONE: 9787380900 MAIL ADDRESS: STREET 1: 800 Turnpike Street CITY: North Andover STATE: MA ZIP: 01845 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Zhao Yang CENTRAL INDEX KEY: 0001421552 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33813 FILM NUMBER: 131107354 MAIL ADDRESS: STREET 1: ONE TECH DRIVE STREET 2: SUITE 325 CITY: ANDOVER STATE: MA ZIP: 01810 4 1 rdgdoc.xml PRIMARY DOCUMENT X0306 4 2013-09-17 0001386198 MEMSIC Inc MEMS 0001421552 Zhao Yang ONE TECH DRIVE STE 325 ANDOVER MA 01810 1 1 Chief Executive Officer Common Stock 2013-09-17 4 S 0 467058 4.225 D 0 D Common Stock 2013-09-17 4 S 0 18596 4.225 D 0 I See Footnote Stock Option (right to buy) 0.30 2013-09-17 4 S 0 46250 4.225 D 2009-01-01 2015-01-01 Common Stock 46250 0 D Stock Option (right to buy) 2.53 2013-09-17 4 S 0 100000 4.225 D 2012-08-08 2018-08-08 Common Stock 100000 0 D Stock Option (right to buy) 3.41 2013-09-17 4 S 0 200000 4.225 D 2015-04-04 2021-04-04 Common Stock 200000 0 D Stock Option (right to buy) 2.15 2013-09-17 4 S 0 280000 4.225 D 2016-05-20 2022-05-20 Common Stock 280000 0 D Stock Option (right to buy) 11.70 2013-09-17 4 J 0 250000 0 D 2011-10-03 2017-10-03 Common Stock 250000 0 D Stock Option (right to buy) 11.70 2013-09-17 4 J 0 250000 0 D 2014-10-03 2017-10-03 Common Stock 250000 0 D Pursuant to the terms of the Agreement and Plan of Merger, dated April 22, 2013, by and among MZ Investment Holdings Limited ("Parent"), MZ Investment Holdings Merger Sub Limited and MEMSIC, Inc. (the "Merger Agreement"; capitalized terms used but not defined herein have the meanings assigned to them in the Merger Agreement), at the Effective Time, each share of common stock of the Company held by the Reporting Person was cancelled and converted automatically into the right to receive $4.225 in cash. In connection with the closing of the Merger, the Reporting Person rolled over certain of their existing equity interests in the Company into equity shares of Parent. Pursuant to the terms of the Merger Agreement, Common stock held by the reporting person as trustee of the Yang Zhao Children's Grantor Retained Annuity Trust was cancelled and converted authomatically into the right to receive $4.225 in cash. Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company Options held by the reporting person were converted into the right to receive an amount in cash equal to the product of (i) the excess, if any, of $4.225 per Common Share over the exercise price per Common Share of such Company Option multiplied by (ii) the total number of Common Shares subject to such Company Options (without regard to vesting). Pursuant to the terms of the Merger Agreement, at the Effective Time, out of money stock options were canceled. /s/ Patricia Niu, attorney-in-fact 2013-09-19