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
RF MONOLITHICS INC /DE/ [ RFMI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/01/2012 | ||||||||||||||||||||||||||
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 | 07/01/2012 | D | 62,917 | D | (1) | 0 | I | The Catalyst Group, Inc.(2) |
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 Units | (3) | 07/01/2012 | D | 3,750 | (4) | (4) | Common Stock | 3,750 | $0 | 0 | I | The Catalyst Group, Inc.(5) | |||
Restricted Stock Units | (3) | 07/01/2012 | D | 3,750 | (6) | (6) | Common Stock | 3,750 | $0 | 0 | I | The Catalyst Group, Inc.(5) | |||
Restricted Stock Units | (3) | 07/01/2012 | D | 10,000 | (7) | (7) | Common Stock | 10,000 | $0 | 0 | I | The Catalyst Group, Inc.(5) | |||
Restricted Stock Units | (3) | 07/01/2012 | D | 20,000 | (8) | (8) | Common Stock | 20,000 | $0 | 0 | I | The Catalyst Group, Inc.(5) |
Explanation of Responses: |
1. Disposed pursuant to merger agreement between issuer, Murata Electronics North America, Inc. and Ryder Acquisition Company, Limited in exchange for $1.78 in cash per share. |
2. The shares listed as indirectly owned on this line are owned by The Catalyst Group, Inc. ("Catalyst"). The Reporting Person may be deemed to share voting and investment power with respect to the shares of common stock owned directly by Catalyst by virtue of being a shareholder of Catalyst. The Reporting Person disclaims beneficial ownership with respect to all of these shares except to the extent of his pecuniary interest. |
3. Each Restricted Stock Unit represents a contingent right to receive one share of RFMI Common Stock. |
4. The Restricted Stock Units, which provided for vesting in four equal annual installments beginning on the 30th day of October, 2009 and on the 30th day of October of the ensuing three years, were canceled in the merger in exchange for a cash payment of $1.78 per share. |
5. The Restricted Stock Units listed as indirectly owned on this line are owned by Catalyst. The Reporting Person may be deemed to share voting and investment power with respect to the Restricted Stock Units owned directly by Catalyst by virtue of being a shareholder of Catalyst. The Reporting Person disclaims beneficial ownership with respect to all of these Restricted Stock Units except to the extent of his pecuniary interest. |
6. The Restricted Stock Units, which provided for vesting in four equal annual installments beginning on the 4th day of January, 2010 and on the first trading day of the ensuing three years, were canceled in the merger in exchange for a cash payment of $1.78 per share. |
7. The Restricted Stock Units, which provided for vesting in four equal annual installments beginning on the 3rd day of January, 2011 and on the first trading day of the ensuing three years, were canceled in the merger in exchange for a cash payment of $1.78 per share. |
8. The Restricted Stock Units, which provided for vesting on the first trading day of 2013, were canceled in the merger in exchange for a cash payment of $1.78 per share. |
/s/ Curtis G. Carlson, as Attorney-in-Fact | 07/02/2012 | |
** 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. |