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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X
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*
Heidari Sam

(Last) (First) (Middle)
C/O ON SEMICONDUCTOR CORPORATION
5005 E. MCDOWELL ROAD

(Street)
PHOENIX AZ 85008

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ON Semiconductor Connectivity Solutions, Inc. [ QTNA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
06/19/2019
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)
Code V Amount (A) or (D) Price
Common Stock 06/19/2019 A 41,670(1) A $0.00 342,402 D
Common Stock 06/19/2019 D 342,402 D (2)(3) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $1 06/19/2019 D 12,700 (4) 10/07/2021 Common Stock 12,700 $0.00 0 D
Employee Stock Option (right to buy) $1.5 06/19/2019 D 361,985 (4) 06/27/2022 Common Stock 361,985 $0.00 0 D
Employee Stock Option (right to buy) $1.5 06/19/2019 D 130,000 (4) 08/28/2023 Common Stock 130,000 $0.00 0 D
Employee Stock Option (right to buy) $2 06/19/2019 D 414,623 (4) 12/10/2024 Common Stock 414,623 $0.00 0 D
Employee Stock Option (right to buy) $8.5 06/19/2019 D 180,000 (4) 06/30/2026 Common Stock 180,000 $0.00 0 D
Employee Stock Option (right to buy) $22.18 06/19/2019 D 171,750 (4) 02/15/2027 Common Stock 171,750 $0.00 0 D
Employee Stock Option (right to buy) $13.06 06/19/2019 D 225,000 (4) 01/10/2028 Common Stock 225,000 $0.00 0 D
Explanation of Responses:
1. Each share is represented by a performance-based Restricted Stock Unit ("PSU"). This number reflects actual performance based on a shortened performance period ending at the effective date of the Merger.
2. Each outstanding share of the Common Stock of the Issuer was converted into the right to receive $24.50 per share in cash, as described in the Merger Agreement.
3. Certain of these securities were Restricted Stock Units ("RSUs") and PSUs that represented the Reporting Person's right to receive Common Stock shares of the Issuer. The RSUs and PSUs were cancelled and converted into the right to receive $24.50 per share in cash, as described in the Merger Agreement.
4. Each outstanding option of the Issuer was converted into the right to receive cash.
Remarks:
This Form 4 reports securities disposed pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 27, 2019, a copy of which is filed as Exhibit 2.1 to the Form 8-K filed by Quantenna Communications, Inc. (the "Issuer") with the SEC on March 27, 2019, and by which the Issuer became a wholly-owned subsidiary of ON Semiconductor Corporation (the "Merger"). Effective as of the closing of the Merger on June 19, 2019, the Issuer's name of Quantenna Communications, Inc. was changed to ON Semiconductor Connectivity Solutions, Inc.
/s/ Tom MacMitchell, as Attorney-in-Fact 06/21/2019
** 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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