0000899243-17-002242.txt : 20170130 0000899243-17-002242.hdr.sgml : 20170130 20170130211716 ACCESSION NUMBER: 0000899243-17-002242 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170126 FILED AS OF DATE: 20170130 DATE AS OF CHANGE: 20170130 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: APPLIED MICRO CIRCUITS CORP CENTRAL INDEX KEY: 0000711065 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 942586591 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 4555 GREAT AMERICA PKWY #601 CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 4085428600 MAIL ADDRESS: STREET 1: 4555 GREAT AMERICA PKWY #601 CITY: SANTA CLARA STATE: CA ZIP: 95054 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MCDERMUT MARTIN S CENTRAL INDEX KEY: 0001114333 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23193 FILM NUMBER: 17559163 MAIL ADDRESS: STREET 1: C/O VITESSE SEMICONDUCTOR CORPORATION STREET 2: 4721 CALLE CARGA CITY: CAMARILLO STATE: CA ZIP: 93012 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-01-26 1 0000711065 APPLIED MICRO CIRCUITS CORP AMCC 0001114333 MCDERMUT MARTIN S 4555 GREAT AMERICA PKWY, STE. 601 SANTA CLARA CA 95054 0 1 0 0 Vice President and CFO COMMON STOCK 2017-01-26 4 U 0 7615 D 72500 D COMMON STOCK 2017-01-26 4 D 0 2500 D 70000 D COMMON STOCK 2017-01-26 4 D 0 70000 D 0 D PERFORMANCE UNITS 2017-01-26 4 D 0 60000 D Common Stock 60000 0 D Tendered into and disposed of upon the closing of the exchange offer initiated by Montana Merger Sub I, Inc. ("Purchaser") pursuant to the Agreement and Plan of Merger and Reorganization by and among MACOM Technology Solutions Holdings, Inc. ("MACOM"), Purchaser (a wholly owned subsidiary of MACOM), Montana Merger Sub II, LLC, and Issuer, dated as of November 21, 2016 (the "Merger Agreement"), whereby Purchaser offered to exchange for each outstanding share of common stock of the Issuer ("Issuer Common Stock") the following- (a) $3.25 in cash and (b) 0.1089 shares of MACOM common stock, plus cash in lieu of any fractional shares of MACOM common stock, in each case, without interest, and less any applicable withholding taxes (cumulatively, the "Transaction Consideration"). The market value of the Transaction Consideration is $8.47 per share, based on the trading price of MACOM common stock as of end of trading on January 25, 2017. Disposed of pursuant to the Merger Agreement, whereby each outstanding share of Issuer Common Stock was cancelled in exchange for the right to the Transaction Consideration. Represents shares of Issuer Common Stock purchased January 25, 2017 pursuant to the Issuer's 2012 Employee Stock Purchase Plan. Represents the Reporting Person's unvested restricted stock units of Issuer Common Stock ("RSU") disposed of in exchange for the contingent right to receive the cash value thereof (calculated by reference to the Transaction Consideration value of $8.47 per share) subject to the terms and conditions of the Executive Severance Benefit Plan (the "ESBP") and the Reporting Person's agreement thereunder. Represents the Reporting Person's unvested performance-based restricted stock units in Issuer common stock ("MSUs"), calculated at target performance levels pursuant to the ESBP, disposed of in exchange for the contingent right to receive the cash value thereof (calculated by reference to the Transaction Consideration value of $8.47 per share) subject to the terms and conditions of the ESBP and the Reporting Person's agreement thereunder. All MSUs in excess of the target performance level were forfeited. /s/ Martin S. Mcdermut 2017-01-30