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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
PETERSON JAMES J

(Last) (First) (Middle)
ONE ENTERPRISE

(Street)
ALISO VIEJO CA 92656

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MICROSEMI CORP [ MSCC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman of the Board & CEO
3. Date of Earliest Transaction (Month/Day/Year)
11/03/2015
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
Microsemi Common Stock 11/03/2015 M 183,667 A $0 416,082 D
Microsemi Common Stock 11/03/2015 F 95,840 (1) D $36.51 320,242 D
Microsemi Common Stock (2) 11/03/2015 S 87,827 D $36.2163 232,415 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
Performance Rights (3) 11/03/2015 M 50,417 (3) (3) Microsemi Common Stock 50,417 $0 0 (3) D
Performance Rights (4) 11/03/2015 M 68,696 (4) (4) Microsemi Common Stock 68,696 $0 0 (4) D
Performance Rights (5) 11/03/2015 M 64,554 (5) (5) Microsemi Common Stock 64,554 $0 0 (5) D
Explanation of Responses:
1. Amount represents shares withheld to satisfy tax withholdings in connection with the vesting of previously awarded performance rights.
2. The transactions reported on this form were executed pursuant to a 10b5-1 plan.
3. Each Performance Right represents a right to receive one share of Microsemi common stock. A target of 119,000 Performance Rights was granted on 11/05/2012 and between 0% and 250% of the target number may have been earned over a three-year performance period incorporating Microsemi's fiscal year 2013, 2014 and 2015. This transaction reflects the number of shares earned in the final year of the performance period and a total of 131,528 shares were earned over the three-year performance period.
4. Each Performance Right represents a right to receive one share of Microsemi common stock. A target of 110,355 Performance Rights was granted on 11/04/2013 and between 0% and 250% of the target number may be earned over a three-year performance period incorporating Microsemi's fiscal year 2014, 2015 and 2016. This transaction reflects the number of shares earned in the second year of the performance period and a total of 91,871 shares were earned in the first two years of the performance period.
5. Each Performance Right represents a right to receive one share of Microsemi common stock. A target of 161,387 Performance Rights was granted on 11/03/2014 and between 0% and 270% of the target number may be earned over a three-year performance period incorporating Microsemi's fiscal year 2015, 2016 and 2017. This transaction reflects the number of shares earned in the first year of the performance period.
Remarks:
Mark Lin, Attorney-in-Fact for James J. Peterson 11/05/2015
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.