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
INTERSIL CORP/DE [ ISIL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/01/2011 | ||||||||||||||||||||||||||
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 | 15,028.04(1) | D | ||||||||
Common Stock | 04/01/2011 | M | 500 | A | $0 | 15,528.04 | D | |||
Common Stock | 04/01/2010 | F | 184 | D | $12.35 | 15,344.04 | D | |||
Common Stock | 04/02/2011 | M | 300 | A | $0 | 15,644.04 | D | |||
Common Stock | 04/02/2011 | F | 111 | D | $12.35 | 15,533.04 | 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 Units | $0 | 04/01/2011 | M | 500 | 04/01/2011 | 04/01/2012 | Common Stock | 500(2) | $0 | 500 | D | ||||
Restricted Stock Units | $0 | 04/02/2011 | M | 300 | 04/02/2011 | 04/02/2011 | Common Stock | 300(2) | $0 | 0 | D | ||||
Deferred Stock Units | $0 | 04/01/2011 | M | 21,000 | 04/01/2012(3) | 04/01/2015 | Common Stock | 21,000 | $0 | 21,000 | D | ||||
Stock Options | $12.35 | 04/01/2011 | M | 62,500 | 04/01/2012(4) | 04/01/2018 | Common Stock | 62,500 | $12.35 | 62,500 | D | ||||
Performance-based Deferred Stock Units(5) | $0 | 04/01/2011 | M | 20,243 | 04/01/2013(6) | 04/01/2014 | Common Stock | 20,243(7) | $0 | 20,243(7) | D | ||||
Performance-based Stock Options(5) | $12.35 | 04/01/2011 | M | 60,729 | 04/01/2013(6) | 04/01/2018 | Common Stock | 60,729(7) | $12.35 | 60,729(7) | D |
Explanation of Responses: |
1. Includes 687.52 shares of Intersil Common Stock that was purchased on March 31, 2011 on behalf of recipient through participation in the Company's Employee Stock Purchase Plan. |
2. Reflects the receipt of Common Stock upon the vesting of Restricted Stock Units (RSUs). Each RSU has the economic equivalent of one share of Intersil Common Stock. |
3. Deferred Stock Units will vest at a rate of 25% annually on each anniversary date of the grant. |
4. Stock options will vest and become exercisable over a 4-year period as follows: 25% on the first anniversary of the grant date and then quarterly at a rate of 6.25% per quarter for twelve (12) quarters. |
5. This grant has been issued under the Company's Market Stock Units Program ("MSU Program"), a performance-based equity program as described in the Company's Form 8-K filing dated March 11, 2011. |
6. Dependent upon the Company's performance, 50% of the grant will become vested on April 1, 2013 and 50% will become vested on April 1, 2014. |
7. Under the MSU Program, depending on the Company's performance, the minimum amount payable to recipient upon vesting is zero and the maximum amount payable upon vesting is 150% of the recipient's equity grant. |
Remarks: |
Debbie Ceraolo-Johnson by Power of Attorney | 04/05/2011 | |
** 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. |