0000899243-17-002248.txt : 20170130 0000899243-17-002248.hdr.sgml : 20170130 20170130212222 ACCESSION NUMBER: 0000899243-17-002248 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: Gopi Paramesh CENTRAL INDEX KEY: 0001441886 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23193 FILM NUMBER: 17559174 BUSINESS ADDRESS: BUSINESS PHONE: 408 255-2585 MAIL ADDRESS: STREET 1: 11514 SUNSET SPRING COURT CITY: CUPERTINO STATE: CA ZIP: 95014 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-01-26 1 0000711065 APPLIED MICRO CIRCUITS CORP AMCC 0001441886 Gopi Paramesh 4555 GREAT AMERICA PKWY, STE. 601 SANTA CLARA CA 95054 1 1 0 0 President & CEO COMMON STOCK 2017-01-26 4 U 0 913261 D 210567 D COMMON STOCK 2017-01-26 4 D 0 2500 D 208067 D COMMON STOCK 2017-01-26 4 D 0 104034 D 104033 D COMMON STOCK 2017-01-26 4 D 0 104033 D 0 D STOCK OPTION (right to buy) 7.12 2017-01-26 4 D 0 260000 D 2017-05-04 Common Stock 260000 0 D STOCK OPTION (right to buy) 11.86 2017-01-26 4 D 0 120000 D 2018-05-03 Common Stock 120000 0 D PERFORMANCE UNITS 2017-01-26 4 D 0 131994 D Common Stock 131994 131993 D PERFORMANCE UNITS 2017-01-26 4 D 0 131993 D Common Stock 0 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. Disposed of pursuant to the Merger Agreement, whereby each vested restricted stock unit in Issuer Common Stock ("RSU") was cancelled in exchange for the right to receive the product of the Transaction Consideration multiplied by the number of shares subject to the vested RSU. Also, pursuant to the terms of the Issuer's Executive Severance Benefit Plan ("ESBP") and the Reporting Person's agreement thereunder, 50% of the Reporting Person's RSUs vested in connection with the change in control of Issuer effected by the Merger Agreement transactions. Represents the Reporting Person's remaining unvested RSUs 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), assuming the Reporting Person's satisfaction of all terms and conditions to receive benefits under the ESBP and the Reporting Person's agreement thereunder. Disposed of pursuant to the Merger Agreement, whereby each vested option to acquire Issuer Common Stock with an exercise price equal to or in excess of the Transaction Consideration was automatically converted into a corresponding option to acquire that number of shares of MACOM common stock equal to the number of shares of Issuer Common Stock subject to the option multiplied by 0.1751 (the "Exchange Ratio") at an exercise price equal to the exercise price of the option per share of Issuer Common Stock divided by the Exchange Ratio. The Exchange Ratio was calculated as the quotient of $8.40 over $47.97, the respective trading prices of Issuer Common Stock and MACOM common stock as of the end of trading on January 25, 2017. Disposed of pursuant to the Merger Agreement, whereby each vested option to acquire Issuer Common Stock with an exercise price equal to or in excess of the Transaction Consideration was automatically converted into a corresponding option to acquire that number of shares of MACOM common stock equal to the number of shares of Issuer Common Stock subject to the option multiplied by the Exchange Ratio at an exercise price equal to the exercise price of the option per share of Issuer Common Stock divided by the Exchange Ratio. Disposed of pursuant to the Merger Agreement and the Reporting Person's ESBP agreement, whereby 50% of the Reporting Person's performance-based restricted stock units in Issuer common stock ("MSUs"), calculated at target performance vesting levels pursuant to the ESBP, vested in connection with the change in control of Issuer effected by the Merger Agreement transactions and then were cancelled in exchange for the right to receive the product of the Transaction Consideration (calculated by reference to the previously identified value of $8.47 per share) multiplied by the number of shares subject to the vested MSUs. Represents the remaining 50% of the Reporting Person's 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), assuming the Reporting Person's satisfaction of all terms and conditions to receive benefits under the ESBP and the Reporting Person's agreement thereunder. All MSUs in excess of the target performance level were forfeited. /s/ Paramesh Gopi 2017-01-30