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
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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*
Subramaniam Chandramohan

(Last) (First) (Middle)
3230 SCOTT BLVD.

(Street)
SANTA CLARA CA 95054

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ADVANCED ANALOGIC TECHNOLOGIES INC [ AATI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/10/2012
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 01/10/2012 U 4,687 D $5.8 0 D
Common Stock 01/10/2012 M 2,100(1)(2) A $3.41 2,100 D
Common Stock 01/10/2012 F 1,235 D $5.8 865 D
Common Stock 01/10/2012 D 865 D $5.8 0 D
Common Stock 01/10/2012 M 2,100(1)(2) A $4.5 2,100 D
Common Stock 01/10/2012 F 1,630 D $5.8 470 D
Common Stock 01/10/2012 D 470 D $5.8 0 D
Common Stock 01/10/2012 M 2,000(1)(2) A $2.83 2,000 D
Common Stock 01/10/2012 F 976 D $5.8 1,024 D
Common Stock 01/10/2012 D 1,024 D $5.8 0 D
Common Stock 01/10/2012 M 18,000(1)(2) A $3.08 18,000 D
Common Stock 01/10/2012 F 9,559 D $5.8 8,441 D
Common Stock 01/10/2012 D 8,441 D $5.8 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
Restricted Stock Units (3) 01/10/2012 D 10,313 (4) (4) Common Stock 10,313 (4) 0 D
Stock Option (Right to Buy) $3.41 01/10/2012 M 2,100 (2) (2) Common Stock 2,100 (2) 0 D
Stock Option (Right to Buy) $4.5 01/10/2012 M 2,100 (2) (2) Common Stock 2,100 (2) 0 D
Stock Option (Right to Buy) $2.83 01/10/2012 M 2,000 (2) (2) Common Stock 2,000 (2) 0 D
Stock Option (Right to Buy) $3.08 01/10/2012 M 18,000 (2) (2) Common Stock 18,000 (2) 0 D
Stock Option (Right to Buy) $6.28 01/10/2012 D 36,000 (5) (5) Common Stock 36,000 (5) 0 D
Stock Option (Right to Buy) $6.95 01/10/2012 D 12,000 (5) (5) Common Stock 12,000 (5) 0 D
Explanation of Responses:
1. Pursuant to the Agreement and Plan of Merger, dated May 26, 2011, by and among Advanced Analogic Technologies Incorporated ("AATI"), Skyworks Solutions, Inc. ("Skyworks"), and PowerCo Acquisition Corp., a wholly owned subsidiary of Skyworks ("Offeror"), as amended by Amendment No. 1 to the Agreement and Plan of Merger on November 30, 2011 (as amended, the "Merger Agreement"), all shares of common stock not tendered in the tender offer by Offeror were cancelled and exchanged for the future payment of merger consideration of $5.80 per share in the merger.
2. This option was vested in full (previously or in connection with the reporting person's resignation from the Board following Offeror's acceptance of the tender offer shares) and was net exercised immediately prior to consummation of the merger. Shares sufficient to pay the exercise price and any tax withholding obligations were withheld by AATI and the remaining shares that were issued were cancelled and exchanged for the future payment of merger consideration of $5.80 per share in the merger.
3. 1 for 1
4. The RSU award was vested in full (previously or in connection with the reporting person's resignation from the Board following Offeror's acceptance of the tender offer shares) and all vested RSUs were treated as settled preceding the closing of the merger by the future cash payment of $5.80 per share to follow shortly after the effective date of the merger.
5. This option was vested in full (previously or in connection with the reporting person's resignation from the Board following Offeror's acceptance of the tender offer shares) and was assumed by Skyworks and converted into the right to receive Skyworks common stock upon exercise, with the exercise price and number of shares adjusted as provided in the Merger Agreement.
/s/ Chandramohan Subramaniam 01/17/2012
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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