| 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) 04/01/2013 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 04/01/2013 |
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 | 04/01/2013 | M | 2,333(1)(7) | A | $0 | 26,611.46 | D | |||
| Common Stock | 04/01/2013 | F | 877(8) | D | $8.38 | 25,734.46 | D | |||
| Common Stock | 04/01/2013 | M | 4,750 | A | $0 | 30,484.46 | D | |||
| Common Stock | 04/01/2013 | F | 1,743 | D | $8.38 | 28,741.46 | D | |||
| Common Stock | 04/02/2013 | M | 5,375 | A | $0 | 34,116.46 | D | |||
| Common Stock | 04/02/2013 | F | 1,972 | D | $8.17 | 35,224.67(2) | D | |||
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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 | ||||||||
| Time-Based Deferred Stock Units (DSUs) | $0 | 04/01/2013 | A | 36,000 | 04/01/2014(3) | 04/01/2017 | Common Stock | 36,000(4) | $0 | 36,000 | D | ||||
| Performance-Based Market Stock Units (MSUs) | $0 | 04/01/2013 | A | 37,000 | 04/01/2016(5) | 04/01/2016 | Common Stock | 37,000(4)(6) | $0 | 37,000(6) | D | ||||
| Explanation of Responses: |
| 1. Recipient received 16.67% payout associated with a performance-based DSU award in the amount of 14,000 shares issued on 4/1/2010 with a 3-year cliff vest (award fully vested on 4/1/2013). Performance range of award was 0-150% of award. Award of 14,000 shares x 16.67% payout = 2333.8 shares) issued to recipient. |
| 2. Number of shares beneficially owned includes 156.23 shares and 2923.98 shares of Intersil Common Stock that was automatically purchased on 9/28/2012 and 3/28/2013, respectively as a result of recipients participation in the Intersil Corporation Employee Stock Purchase Plan. |
| 3. The time-based DSU award will vest 25% per year on the anniversary of the date of the award. |
| 4. Reflects the receipt of Common Stock upon the vesting of DSUs and MSUs. Each DSU and MSU has the economic equivalent of one share of Intersil Common Stock. |
| 5. The performance-based MSU award will become vested, if at all, on the third anniversary of the date of the award. |
| 6. The amount of the MSU award upon vesting may be as low as zero MSUs and as high as 74,000 MSUs, depending on Intersil's performance related to pre-established performance goals set by the Compensation Committee of the Board of Directors. |
| 7. Amendment to the number of shares acquired - originally reported that 2333.8 shares were acquired by recipient; however, fractional share of .8 was not received by recipient, thus, actual shares acquired by recipient was 2333 shares. |
| 8. Amendment to this Form 4 reflects that recipent elected to have 877 shares withheld to cover taxes associated with the vest and release of 2333 performance-based deferred stock units which converted to common stock upon release to recipient. |
| Remarks: |
| Debbie Ceraolo-Johnson by Power of Attorney | 04/10/2013 | |
| ** 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. | ||