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
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*
Sereda Brian J

(Last) (First) (Middle)
47100 BAYSIDE PARKWAY

(Street)
FREMONT CA 94538

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
VIRAGE LOGIC CORP [ VIRL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CFO
3. Date of Earliest Transaction (Month/Day/Year)
09/03/2010
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 09/03/2010 M 47,917 A $4.84 67,610 D
Common Stock 09/03/2010 D(1) 67,610 D $12 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
Stock Options (right to buy) $4.84 09/03/2010 M 47,917 09/18/2009 09/17/2018 Common Stock 47,917 $4.84 94,083 D
RSUs $0 09/03/2010 J(2) 42,000 05/28/2009 05/27/2018 Common Stock 42,000 $0 52,083 D
Stock Options (right to buy) $4.84 09/03/2010 J(3) 52,083 09/18/2009 09/17/2018 Common Stock 52,083 $4.84 0 D
Explanation of Responses:
1. Pursuant to Agreement and Plan of Merger dated as of June 9, 2010 between Virage Logic and Synopsys, each share of Common Stock outstanding as of immediately prior to merger was automatically cancelled and converted to $12 cash/share.
2. Pursant to Agreement and Plan of Merger dated as of June 9, 2010 between Virage Logic and Synopsys, each unvested RSU was converted to SNPS RSUs at a conversion rate of 0.52571. 42,000 RSUs of VIRL were converted to 22,079 SNPS RSUs with a $0 conversion price.
3. Pursant to Agreement and Plan of Merger dated as of June 9, 2010 between Virage Logic and Synopsys, each unvested stock option was converted to SNPS stock options at a conversion rate of 0.52571. 52,083 Options of VIRL were converted to 27,380 SNPS options with a $9.21 conversion price.
Lisa Buck, by Power of Attorney for Brian J. Sereda 09/14/2010
** 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.