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^*

Gupta Sunil

(Last)

(First)

(Middle)

INTERSIL CORPORATION

1001 MURPHY RANCH ROAD

(Street)

MILPITAS

95035

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INTERSIL CORP/DE [ ISIL ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Worldwide Operations

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2017

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	02/24/2017		D		52,105.01⁽¹⁾	D	⁽²⁾	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 Options (Right to Buy)	$7.09	12/03/2012		D			12,000	⁽³⁾	12/03/2019⁽³⁾	Common Stock	12,000	⁽³⁾	0	D
Performance-based Market Stock Units (MSUs)	$0	07/01/2016		D			54,440	⁽⁴⁾	⁽⁴⁾	Common Stock	54,440	⁽⁴⁾	0	D
Deferred Stock Units (DSUs)	$0	04/01/2014		D			3,808	⁽⁵⁾	⁽⁵⁾	Common Stock	3,808	⁽⁵⁾	0	D
Deferred Stock Units (DSUs)	$0	04/01/2015		D			7,666	⁽⁶⁾	⁽⁶⁾	Common Stock	7,666	⁽⁶⁾	0	D
Deferred Stock Units (DSUs)	$0	04/01/2016		D			15,660	⁽⁷⁾	⁽⁷⁾	Common Stock	15,660	⁽⁷⁾	0	D
Deferred Stock Units (DSUs)	$0	07/01/2016		D			19,614	⁽⁸⁾	⁽⁸⁾	Common Stock	19,614	⁽⁸⁾	0	D

Explanation of Responses:

1. Number of shares beneficially owned includes 784.67 shares of Intersil Common Stock that was automatically purchased on 2/16/2017 as a result of recipients participation in the Intersil Corporation Employee Stock Purchase Plan.

2. 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.

3. Pursuant to the Merger Agreement, upon the Closing each vested stock option was cancelled in exchange for a cash payment per share equal to the excess, if any, of $22.50 over the exercise price.

4. 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 27,220 MSUs (at target) issued on 7/1/2016 multiplied by 200% payout.

5. 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.

6. Pursuant to the Merger Agreement, upon the Closing each unvested DSU that was originally scheduled to vest in 2019 (3,833 DSUs). In addition, pursuant to the Merger Agreement, upon the Closing each unvested DSU that was originally scheduled to vest in 2018 (3,833 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.

7. Pursuant to the Merger Agreement, upon the Closing each unvested DSU that was originally scheduled to vest in 2019 (5,220 DSUs) and 2020 (5,220 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 (5,220 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.

8. Pursuant to the Merger Agreement, upon the Closing each unvested DSU that was originally scheduled to vest in 2019 (6,538) and 2020 (6,538) 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 (6,538 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	02/28/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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