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^*

BURNS MIKE

(Last)

(First)

(Middle)

47467 FREMONT BLVD

(Street)

FREMONT

94538

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VOLTERRA SEMICONDUCTOR CORP [ VLTR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP of Finance CFO & Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2013

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	10/01/2013		D		5,478	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)
Stock Option (right to buy)	$7.16	10/01/2013		D			12,500	⁽²⁾	01/29/2016	Common Stock	12,500	$0.00	0	D
Stock Option (right to buy)	$20.23	10/01/2013		D			22,750	⁽²⁾	01/28/2017	Common Stock	22,750	$0.00	0	D
Stock Option (right to buy)	$15.12	10/01/2013		D			50,000	⁽²⁾	01/27/2020	Common Stock	50,000	$0.00	0	D
Restricted Stock Unit	⁽³⁾	10/01/2013		D			25,000	⁽³⁾	06/13/2020	Common Stock	25,000	$0.00	0	D

Explanation of Responses:

1. Pursuant to the terms of the Plan of Merger Agreement by and between Maxim Integrated Products, Inc. and Volterra Semiconductor Corporation (the "Merger Agreement"), each share of Volterra common stock was validly tendered for $23.00 per share in cash, without interest, subject to any required witholding of taxes.

2. Pursuant to the terms of the Merger Agreement, each stock option that was outstanding and unexercised as of the Effective Time (as defined in the Merger Agreement) and not being substituted with a Substitute Option (as defined in the Merger Agreement), whether or not vested, was cancelled and converted into the right to receive $23.00 per share (minus the exercise price of the option) in cash, without interest, subject to any required withholding of taxes.

3. Pursuant to the Merger Agreement, Restricted Stock Units outstanding at the Effective time are fully accelerated and converted into the right to receive $23.00 per share in cash, without interest, subject to any required withholding of taxes.

Remarks:

	/s/David Oh, by Power of Attorney	10/01/2013
	** 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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