X0306 4 2016-01-29 1 0001106851 OMNIVISION TECHNOLOGIES INC OVTI 0001543166 Hasnain Zille 4275 BURTON DRIVE SANTA CLARA CA 95054 1 VP of Quality and Reliability Common Stock 2016-01-29 2016-01-29 4 D 0 20886 29.75 D 0 D Stock Option 16.44 2016-01-29 2016-01-29 4 D 0 5000 0 D 2013-02-06 2019-02-21 Common Stock 5000 0 D Stock Option 18.47 2016-01-29 2016-01-29 4 D 0 35000 0 D 2014-07-01 2020-07-01 Common Stock 35000 0 D Stock Option 22.68 2016-01-29 2016-01-29 4 D 0 35000 0 D 2015-07-01 2021-07-01 Common Stock 35000 0 D Stock Option 26.13 2016-01-29 2016-01-29 4 D 0 72000 0 D 2016-07-01 2022-07-01 Common Stock 72000 0 D Restricted Stock Unit 0.001 2016-01-29 2016-01-29 4 D 0 10000 0 D 2014-07-01 Common Stock 10000 0 D Restricted Stock Unit 0.001 2016-01-29 2016-01-29 4 D 0 21333 0 D 2015-07-01 Common Stock 21333 0 D Pursuant to the terms of the Agreement and Plan of Merger dated April 30, 2015 by and among Seagull International Limited, a Cayman Islands exempted limited company ("Investor"), Seagull Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Investor ("Acquisition Sub"), and OmniVision Technologies, Inc., a Delaware corporation (the "Issuer"), as amended by Amendment No. 1 dated October 30, 2015 (as amended, the "Merger Agreement"), Acquisition Sub merged with and into the Issuer (the "Merger"), and in connection therewith the Reporting Person disposed of these shares in exchange for $29.75 per share without interest and less applicable withholding taxes. 1/4th of the shares underlying the options become vested and exercisable one year from the vesting base date and 1/48th of the shares underlying the options become exercisable each month thereafter. 1/4th of the shares underlying the options become vested and exercisable one year from the date of grant and 1/48th of the shares underlying the options become exercisable each month thereafter. Pursuant to the terms of the Merger Agreement and in connection with the Merger, the (i) unvested portion of this option and (ii) the portion of this option that was vested and outstanding as of immediately prior to the effective time of the Merger and that had a per share exercise price greater than or equal to $29.75, which in aggregate covered 105 shares of Issuer common stock, was assumed and exchanged for an option to purchase 105 shares of Seagull Investment Holdings Limited, a Cayman Islands exempted limited company and the ultimate parent of Investor ("Investor Parent"). The remaining portion of this option, which covered 4,895 shares of Issuer common stock, was not assumed by Investor and was cancelled in exchange for a cash payment, without interest and less applicable withholding taxes, representing the excess of $29.75 over the exercise price of the option multiplied by the number of shares subject to this portion of the option. Pursuant to the terms of the Merger Agreement and in connection with the Merger, the (i) unvested portion of this option and (ii) the portion of this option that was vested and outstanding as of immediately prior to the effective time of the Merger and that had a per share exercise price greater than or equal to $29.75, which in aggregate covered 13,127 shares of Issuer common stock, was assumed and exchanged for an option to purchase 13,127 shares of Seagull Investment Holdings Limited, a Cayman Islands exempted limited company and the ultimate parent of Investor ("Investor Parent"). The remaining portion of this option, which covered 21,873 shares of Issuer common stock, was not assumed by Investor and was cancelled in exchange for a cash payment, without interest and less applicable withholding taxes, representing the excess of $29.75 over the exercise price of the option multiplied by the number of shares subject to this portion of the option. Pursuant to the terms of the Merger Agreement and in connection with the Merger, the (i) unvested portion of this option and (ii) the portion of this option that was vested and outstanding as of immediately prior to the effective time of the Merger and that had a per share exercise price greater than or equal to $29.75, which in aggregate covered 21,876 shares of Issuer common stock, was assumed and exchanged for an option to purchase 21,876 shares of Seagull Investment Holdings Limited, a Cayman Islands exempted limited company and the ultimate parent of Investor ("Investor Parent"). The remaining portion of this option, which covered 13,124 shares of Issuer common stock, was not assumed by Investor and was cancelled in exchange for a cash payment, without interest and less applicable withholding taxes, representing the excess of $29.75 over the exercise price of the option multiplied by the number of shares subject to this portion of the option. Pursuant to the terms of the Merger Agreement and in connection with the Merger, the (i) unvested portion of this option and (ii) the portion of this option that was vested and outstanding as of immediately prior to the effective time of the Merger and that had a per share exercise price greater than or equal to $29.75, which in aggregate covered 72,000 shares of Issuer common stock, was assumed and exchanged for an option to purchase 72,000 shares of Seagull Investment Holdings Limited, a Cayman Islands exempted limited company and the ultimate parent of Investor ("Investor Parent"). Represents the par value of Issuer's common stock. One-Third of the Restricted Stock Units will vest on the first anniversary of the Vesting Commencement Date, and one-third of the Restricted Stock Units will vest on each of the second and third anniversaries of the Vesting Commencement Date, provided, however, that in each case Participant remains a Service Provider through each vesting date. Pursuant to the terms of the Merger Agreement and in connection with the Merger, the restricted stock units covering 10,000 shares of Issuer common stock were cancelled in exchange for $29.75 per share without interest and less applicable withholding taxes. Pursuant to the terms of the Merger Agreement and in connection with the Merger, the restricted stock units covering 21,333 shares of Issuer common stock were cancelled in exchange for $29.75 per share without interest and less applicable withholding taxes. /s/ Tina Sze, Attorney-in-Fact for Zille Hasnain 2016-01-29