0001209191-19-030426.txt : 20190516 0001209191-19-030426.hdr.sgml : 20190516 20190516164853 ACCESSION NUMBER: 0001209191-19-030426 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190516 FILED AS OF DATE: 20190516 DATE AS OF CHANGE: 20190516 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bergman Rick CENTRAL INDEX KEY: 0001321224 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15477 FILM NUMBER: 19832971 MAIL ADDRESS: STREET 1: 1251 MCKAY DRIVE CITY: SAN JOSE STATE: CA ZIP: 95131 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MAXWELL TECHNOLOGIES INC CENTRAL INDEX KEY: 0000319815 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 952390133 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3888 CALLE FORTUNADA CITY: SAN DIEGO STATE: CA ZIP: 92123 BUSINESS PHONE: 858-503-3300 MAIL ADDRESS: STREET 1: 3888 CALLE FORTUNADA CITY: SAN DIEGO STATE: CA ZIP: 92123 FORMER COMPANY: FORMER CONFORMED NAME: MAXWELL LABORATORIES INC /DE/ DATE OF NAME CHANGE: 19920703 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-05-16 1 0000319815 MAXWELL TECHNOLOGIES INC MXWL 0001321224 Bergman Rick 3888 CALLE FORTUNADA SAN DIEGO CA 92123 1 0 0 0 Common Stock 2019-05-16 4 M 0 19785 A 83025 D Common Stock 2019-05-16 4 M 0 2797 A 85822 D Common Stock 2019-05-16 4 M 0 2882 A 88704 D Common Stock 2019-05-16 4 M 0 2886 A 91590 D Common Stock 2019-05-16 4 M 0 2866 A 94456 D Common Stock 2019-05-16 4 M 0 1770 A 96226 D Common Stock 2019-05-16 4 U 0 96226 D 0 D Restricted Stock Units 0.00 2019-05-16 4 M 0 19785 0.00 D Common Stock 19785 0 D Restricted Stock Units 0.00 2019-05-16 4 M 0 2797 0.00 D Common Stock 2797 0 D Restricted Stock Units 0.00 2019-05-16 4 M 0 2882 0.00 D Common Stock 2882 0 D Restricted Stock Units 0.00 2019-05-16 4 M 0 2886 0.00 D Common Stock 2886 0 D Restricted Stock Units 0.00 2019-05-16 4 M 0 2866 0.00 D Common Stock 2866 0 D Restricted Stock Units 0.00 2019-05-16 4 M 0 1770 0.00 D Common Stock 1770 0 D Stock Option (Right to Buy) 5.37 2019-05-16 4 D 0 5000 0.00 D 2028-05-15 Common Stock 5000 0 D Stock Option (Right to Buy) 5.53 2019-05-16 4 D 0 5000 0.00 D 2027-05-22 Common Stock 5000 0 D These units do not carry a conversion price. Pursuant to the Agreement and Plan of Merger, dated as of February 3, 2019 (the "Merger Agreement"), by and among Tesla, inc. ("Tesla"), Cambria Acquisition Corp. and the Issuer, each share of common stock was tendered in exchange for 0.0193 of a share of Tesla common stock, together with cash in lieu of any fractional shares of Tesla common stock. Upon consummation of the tender offer, the Reporting Person received Transaction Consideration of 1,857 shares of Tesla common stock and $39.79 in lieu of fractional shares of Tesla common stock. Each restricted stock unit (RSU) represents a right to receive one share of the Issuer's common stock. This RSU represents the holder's annual non-employee director award, which vests in full in connection with a change of control, which is triggered by the execution of the Merger Agreement. These units do not expire. These RSUs are fully vested upon grant and have been awarded in lieu of cash consideration for non-employee director fees, per the reporting person's election. Shares are being delivered to the reporting in connection with a change of control, which is triggered by the execution of the Merger Agreement. Option becomes exercisable on the earlier of: (1) May 20, 2019 or (2) the Company's 2019 annual meeting date; as long as the holder remains in service to the Company. In connection with the consummation of the merger, the option was fully vested and cancelled, subject to a 90 day exercise window. The option was assumed by Tesla in the merger and replaced with an option to purchase 96 shares of Tesla Common Stock with an exercise price of $278.24 per share. Option vested in full on May 20, 2018. In connection with the consummation of the merger, the option was cancelled, subject to a 90 day exercise window. The option was assumed by Tesla in the merger and replaced with an option to purchase 96 shares of Tesla Common Stock with an exercise price of $286.53 per share. /s/ Emily Lough, by Power of Attorney 2019-05-16