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