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*
LITCHFIELD STEVEN G

(Last) (First) (Middle)
ONE ENTERPRISE

(Street)
ALISO VIEJO CA 92656

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MICROSEMI CORP [ MSCC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP & Chief Strategy Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/08/2016
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
Microsemi Common Stock 11/08/2016 M 86,712 A $0 157,178 D
Microsemi Common Stock 11/08/2016 F 45,249 D $0 111,929 D
Microsemi Common Stock(1) 11/08/2016 A 5,432 A $0 117,361 D
Microsemi Common Stock 11/08/2016 F 2,835 D $0 114,526 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
Performance Rights (2) 11/08/2016 M 29,310 (2) (2) Microsemi Common Stock 29,310 $0 0(2) D
Performance Rights (3) 11/08/2016 M 38,762 (3) (3) Microsemi Common Stock 38,762 $0 0(3) D
Performance Rights (4) 11/08/2016 M 18,640 (4) (4) Microsemi Common Stock 18,640 $0 0(4) D
Explanation of Responses:
1. Shares issued by Microsemi as part of the reporting person's bonus for fiscal year 2016.
2. Each Performance Right represents a right to receive one share of Microsemi common stock. A target of 44,175 Performance Rights was granted on 11/04/2013 and between 0% and 250% of the target number may be earned over a three-year performance period incorporating Microsemi's fiscal year 2014, 2015 and 2016. This transaction reflects the number of shares earned in the third year of the performance period and a total of 66,086 were earned over the three-year performance period.
3. Each Performance Right represents a right to receive one share of Microsemi common stock. A target of 64,603 Performance Rights was granted on 11/03/2014 and between 0% and 270% of the target number may be earned over a three-year performance period incorporating Microsemi's fiscal year 2015, 2016 and 2017. This transaction reflects the number of shares earned in the second year of the performance period and a total of 64,603 were earned in the first two years of the performnce period.
4. Each Performance Right represents a right to receive one share of Microsemi common stock. A target of 46,600 Performance Rights was granted on 10/12/2015 and between 0% and 270% of the target number may be earned over a three-year performance period incorporating Microsemi's fiscal year 2016, 2017 and 2018. This transaction reflects the number of shares earned in the first year of the performance period.
Remarks:
Mark Lin, Attorney-in-Fact for Steven G. Litchfield 11/10/2016
** 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).
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