0001209191-18-051314.txt : 20180917 0001209191-18-051314.hdr.sgml : 20180917 20180917202853 ACCESSION NUMBER: 0001209191-18-051314 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180914 FILED AS OF DATE: 20180917 DATE AS OF CHANGE: 20180917 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SEGE RONALD CENTRAL INDEX KEY: 0001433339 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37755 FILM NUMBER: 181074465 MAIL ADDRESS: STREET 1: 350 CAMPUS DRIVE CITY: MARLBOROUGH STATE: MA ZIP: 01752 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ECHELON CORP CENTRAL INDEX KEY: 0000031347 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 770203595 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2901 PATRICK HENRY DRIVE CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 4089385200 MAIL ADDRESS: STREET 1: 2901 PATRICK HENRY DRIVE CITY: SANTA CLARA STATE: CA ZIP: 95054 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-09-14 1 0000031347 ECHELON CORP ELON 0001433339 SEGE RONALD 2901 PATRICK HENRY DRIVE SANTA CLARA CA 95054 1 1 0 0 Chairman, CEO & President Common Stock 2018-09-14 4 D 0 25396 D 0 D Common Stock 2018-09-14 4 D 0 25396 D 0 I See footnote Performance Shares 2018-09-14 4 D 0 22500 0.00 D 2018-09-28 Common Stock 22500 0 D Performance Shares 2018-09-14 4 D 0 70299 0.00 D 2019-03-15 Common Stock 70299 0 D Restricted Stock Units 2018-09-14 4 D 0 40000 0.00 D 2019-09-20 Common Stock 40000 0 D Employee Stock Option (Right to buy) 5.22 2018-09-14 4 D 0 45000 0.00 D 2026-09-28 Common Stock 45000 0 D Since the date of the Reporting Person's last ownership report, the 41,638 shares previously held by the Ronald A and Eugenia Sege TR U/T/A DTD 10/19/2010 have been divided as follows pursuant to the terms of a divorce decree dated December 17, 2017 (the "Divorce Decree"): 16,242 shares are held by the Reporting Person and 25,396 shares are held in constructive trust for Eugenia Sege. Disposed of pursuant to that certain Agreement and Plan of Merger between the Issuer, Adesto Technologies Corporation and Circuit Acquisition Corporation, dated as of June 28, 2018 (the "Merger Agreement"), in exchange for a cash payment of $8.50 per share without interest thereon (the "Merger Consideration"). These shares are held in constructive trust for Eugenia Sege pursuant to the terms of the Divorce Decree. Each performance share represents the right to receive one share of the Issuer's Common Stock. The performance shares were cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to the Merger Consideration multiplied by the number of disposed performance shares. Each restricted stock unit ("RSU") represents the right to receive one share of the Issuer's Common Stock. The RSUs were cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to the Merger Consideration multiplied by the number of disposed RSUs. The option was cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to (x) the difference between the Merger Consideration and the per share exercise price of the option, multiplied by (y) the number of disposed option shares. /s/ Marsha Larsen, Attorney-in-Fact for Ronald A. Sege 2018-09-17