0001209191-19-030994.txt : 20190517 0001209191-19-030994.hdr.sgml : 20190517 20190517164501 ACCESSION NUMBER: 0001209191-19-030994 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190516 FILED AS OF DATE: 20190517 DATE AS OF CHANGE: 20190517 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wiggins Everett CENTRAL INDEX KEY: 0001736095 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15477 FILM NUMBER: 19836445 MAIL ADDRESS: STREET 1: 3888 CALLE FORTUNADA CITY: SAN DIEGO STATE: CA ZIP: 92123 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 0001736095 Wiggins Everett 3888 CALLE FORTUNADA SAN DIEGO CA 92123 0 1 0 0 Vice President, Operations Restricted Stock Units 2019-05-16 4 D 0 17037 0.00 D Common Stock 17037 0 D Restricted Stock Units 2019-05-16 4 D 0 22500 0.00 D Common Stock 22500 0 D Market Stock Units 2019-05-16 4 D 0 22500 0.00 D Common Stock 22500 0 D Restricted Stock Units 2019-05-16 4 D 0 18750 0.00 D Common Stock 18750 0 D Market Stock Units 2019-05-16 4 D 0 23750 0.00 D Common Stock 23750 0 D Restricted Stock Units 2019-05-16 4 D 0 9630 0.00 D Common Stock 9630 0 D Restricted Stock Units 2019-05-16 4 D 0 1841 0.00 D Common Stock 18741 0 D Employee Stock Options (Right to Buy) 2019-05-16 4 D 0 14136 0.00 D 2025-03-13 Common Stock 14136 0 D Each restricted stock unit (RSU) represents a right to receive one share of the Issuer's common stock. This award represents RSUs received under the short-term incentive bonus plan which are fully vested upon grant. The award was assumed by Tesla in the merger and converted into fully vested restricted stock units representing a right to receive an aggregate of 328 shares of the Common Stock of Tesla. These units do not expire. Each restricted stock unit (RSU) represents a right to receive one share of the Issuer's common stock. The RSU, which vests in annual installments over 4 years beginning February 20, 2019, was assumed by Tesla in the merger and converted into restricted stock units representing a contingent right to receive an aggregate of 434 shares of the Common Stock of Tesla on the same terms and conditions (including with respect to vesting and exercisability) as were applicable to the RSU prior to the consummation of the merger. Each market stock unit (MSU) represents a right to receive one share of the Issuer's common stock. The MSUs vest based on performance of the Company's common stock compared to the Nasdaq Composite Index over a period of three years. Depending on the level of performance actually achieved, the number of shares that may vest under this award will vary. The amount included in the table above represents the target number of shares which vest upon a change in control, and therefore vest in connection with the Merger Agreement and are assumed by Tesla in the merger and converted into fully vested restricted stock units representing a right to receive an aggregate of 434 shares of the Common Stock of Tesla. Each restricted stock unit (RSU) represents a right to receive one share of the Issuer's common stock. The RSU, which vests in annual installments over 4 years beginning February 20, 2018, was assumed by Tesla in the merger and converted into restricted stock units representing a contingent right to receive an aggregate of 361 shares of the Common Stock of Tesla on the same terms and conditions (including with respect to vesting and exercisability) as were applicable to the RSU prior to the consummation of the merger. Each market stock unit (MSU) represents a right to receive one share of the Issuer's common stock. The MSUs vest based on performance of the Company's common stock compared to the Nasdaq Composite Index over a period of three years. Depending on the level of performance actually achieved, the number of shares that may vest under this award will vary. The amount included in the table above represents the target number of shares which vest upon a change in control, and therefore vest in connection with the Merger Agreement and are assumed by Tesla in the merger and converted into fully vested restricted stock units representing a right to receive an aggregate of 458 shares of the Common Stock of Tesla. Each restricted stock unit (RSU) represents a right to receive one share of the Issuer's common stock. The RSU, which vests in annual installments over 4 years beginning January 15, 2017, was assumed by Tesla in the merger and converted into restricted stock units representing a contingent right to receive an aggregate of 185 shares of the Common Stock of Tesla on the same terms and conditions (including with respect to vesting and exercisability) as were applicable to the RSU prior to the consummation of the merger. Each restricted stock unit (RSU) represents a right to receive one share of the Issuer's common stock. The RSU, which vests in annual installments over 4 years beginning March 13, 2016, was assumed by Tesla in the merger and converted into restricted stock units representing a contingent right to receive an aggregate of 35 shares of the Common Stock of Tesla on the same terms and conditions (including with respect to vesting and exercisability) as were applicable to the RSU prior to the consummation of the merger. Option becomes exercisable in annual installments over 4 years beginning March 13, 2016 as long as holder remains in service to the Company. The option was assumed by Tesla in the merger and replaced with an option to purchase 272 shares of Tesla Common Stock with an exercise price of $379.80 per share. /s/ Emily Lough, by Power of Attorney 2019-05-17