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