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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NOVELLUS SYSTEMS INC [ NVLS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/04/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 06/04/2012 | D | 30,001 | D | $0.00(1) | 0 | D | |||
Common Stock | 06/04/2012 | D | 5,894(6) | D | $0.00(1) | 0 | I | By 401(k) | ||
Common Stock | 06/04/2012 | M | 96,096(2) | A | $0.00 | 96,096 | D | |||
Common Stock | 06/04/2012 | F | 44,860 | D | $40.39 | 51,236 | D | |||
Common Stock | 06/04/2012 | D | 51,236 | D | $0.00(1) | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Restricted Stock Unit | $0.00 | 06/04/2012 | M | 96,096 | (2) | (2) | Common Stock | 96,096 | $0.00 | 0 | D | ||||
Stock Option (Right to Buy) | $12.47 | 06/04/2012 | D | 25,000 | (3) | (3) | Common Stock | 25,000 | $0.00 | 0 | D | ||||
Stock Option (Right to Buy) | $23.93 | 06/04/2012 | D | 50,000 | (4) | (4) | Common Stock | 50,000 | $0.00 | 0 | D | ||||
Stock Option (Right to Buy) | $33 | 06/04/2012 | D | 27,000 | (5) | (5) | Common Stock | 27,000 | $0.00 | 0 | D | ||||
Restricted Stock Unit | $0.00 | 06/04/2012 | D | 25,320 | (7) | (7) | Common Stock | 25,320 | $0.00 | 0 | D |
Explanation of Responses: |
1. Disposed of in connection with the merger of BLMS Inc. ("Merger Sub"), a wholly owned subsidiary of Lam Research Corporation ("Lam Research"), with and into Novellus Systems, Inc. ("Novellus"), pursuant to the terms of the Agreement and Plan of Merger by and among Merger Sub, Lam Research and Novellus dated December 14, 2011 (the "Merger"). In connection with the Merger, each outstanding share of Novellus common stock was exchanged for 1.125 shares of Lam Research common stock having a market value of $35.99 per share based on the closing price of Lam Research's common stock on June 4, 2012. |
2. Represents both time based and performance based restricted stock units, all of which vested in full at the effective time of the merger. The performance based restricted stock units granted in 2009 vested with respect to the maximum number of Novellus shares payable pursuant to such performance based restricted stock unit and the performance based restricted stock units granted in 2010 vested with respect to 52% of the Novellus shares payable pursuant to such performance based restricted stock unit. |
3. This option, which provided for vesting of 25% annually, was assumed by Lam Research in the merger and replaced with an option to purchase 28,125 shares at $11.09 per share. |
4. This option, which provided for vesting of 25% annually, was assumed by Lam Research in the merger and replaced with an option to purchase 56,250 shares at $21.28 per share. |
5. This option, which provided for vesting of 25% annually, was assumed by Lam Research in the merger and replaced with an option to purchase 30,375 shares at $29.34 per share. |
6. Disposed of in connection with the merger of BLMS Inc. ("Merger Sub"), a wholly owned subsidiary of Lam Research Corporation ("Lam Research"), with and into Novellus Systems, Inc. ("Novellus"), pursuant to the terms of the Agreement and Plan of Merger by and among Merger Sub, Lam Research and Novellus dated December 14, 2011 (the "Merger"). In connection with the Merger, each outstanding share of Novellus common stock was exchanged for 1.125 shares of Lam Research common stock having a market value of $35.99 per share based on the closing price of Lam Research's common stock on June 4, 2012. The indirect holdings in the 401(k) are held in the Company unitized stock fund. The balance is reported as of the last business day. |
7. This RSU, which provided for vesting of 25% annually, was assumed by Lam Research in the merger and replaced with an RSU for 28,485 shares of Lam Research common stock. |
Fusen Chen by Jeff Alexander, Attorney-in-Fact | 06/06/2012 | |
** 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. |