| 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
WJ COMMUNICATIONS INC [ WJCI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/22/2008 | ||||||||||||||||||||||||||
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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 | 05/22/2008 | S | 47,629(1)(2) | D | $1 | 0 | D | |||
| Common Stock | 05/22/2008 | S | 25,492,044(2) | D | $1 | 0 | I | SEE FN(3)(4) | ||
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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 | ||||||||
| Common Stock (right to buy) | $0.85 | 05/22/2008 | D | 10,000 | 07/15/2004(5) | 07/15/2013 | Common Stock | 10,000 | (6) | 0 | D | ||||
| Explanation of Responses: |
| 1. The Reporting Person was awarded direct ownership of these shares in accordance with the WJ Communications, Inc. 2000 Non-Employee Director Stock Compensation Plan, receipt of which was deferred by the Reporting Person. |
| 2. The shares were disposed of in connection with the merger of ML Acquisition, Inc. with and into WJ Communications, Inc. ("WJ"), effective May 22, 2008 (the "Merger"), pursuant to the Agreement and Plan of Merger dated March 9, 2008 among TriQuint Semiconductor, Inc., ML Acquisition, Inc. and WJ whereby the shares were exchanged for the right to receive $1.00 per share in cash. |
| 3. The Reporting Person is a Member of Fox Paine Capital, LLC ("Capital LLC") and a Director of P&P Fund I Management, LLC ("Company LLC"). Capital LLC is (i) the General Partner of Fox Paine Capital Fund, LP and FPC Investors, LP (collectively, the "LPs"), each of which is a direct owner of, respectively, 24,155,413 and 358,422 shares of common stock of the Issuer, and (ii) the manager of WJ Coinvestment Fund I, LLC, WJ Coinvestment Fund II, LLC, WJ Coinvestment Fund III, LC and WJ Coinvestment Fund IV, LLC which directly own 601,478,251,155 and 125,576; respectively. Company LLC is the manager of the LPs. On 04/23/2001, WJ Coinvestment Fund II, LLC transfered 1,276,584 shares to certain individuals in which the Reporting Person has no direct or pecuniary interest. As a result, Capital LLC and Company LLC may in the aggregate be deemed to own beneficially and indirectly 25,492,044 shaers. |
| 4. The Reporting Person disclaims beneficial ownership of the Shares except to the extent of his pecuniary interest therein. |
| 5. This option was exercisable in four equal installments beginning July 15, 2004. |
| 6. The stock options were cancelled in the Merger and converted into the right to receive a cash payment equal to the excess of the $1.00 per share cash Merger consideration over the exercise price per share of the option, multiplied by the number of shares subject to the option, without interest and less any applicable withholding taxes. |
| /s/Rainer N. Growitz by Power of Attorney | 05/23/2008 | |
| ** 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. | ||