0001209191-16-092481.txt : 20160120
0001209191-16-092481.hdr.sgml : 20160120
20160120145412
ACCESSION NUMBER: 0001209191-16-092481
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160115
FILED AS OF DATE: 20160120
DATE AS OF CHANGE: 20160120
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: PMC SIERRA INC
CENTRAL INDEX KEY: 0000767920
STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674]
IRS NUMBER: 942925073
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1226
BUSINESS ADDRESS:
STREET 1: 1380 BORDEAUX DRIVE
CITY: SUNNYVALE
STATE: CA
ZIP: 94089
BUSINESS PHONE: 408-369-1176
MAIL ADDRESS:
STREET 1: ATTENTION: TREASURER
STREET 2: 1380 BORDEAUX DRIVE
CITY: SUNNYVALE
STATE: CA
ZIP: 94089
FORMER COMPANY:
FORMER CONFORMED NAME: SIERRA SEMICONDUCTOR CORP
DATE OF NAME CHANGE: 19950419
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Geiser Steven J
CENTRAL INDEX KEY: 0001347091
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-19084
FILM NUMBER: 161350695
MAIL ADDRESS:
STREET 1: 915 DEGUIGNE DRIVE
STREET 2: PO BOX 3453
CITY: SUNNYVALE
STATE: CA
ZIP: 940883453
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2016-01-15
1
0000767920
PMC SIERRA INC
PMCS
0001347091
Geiser Steven J
1380 BORDEAUX DRIVE
SUNNYVALE
CA
94089
0
1
0
0
VP Finance and CFO
Common Stock
2016-01-15
4
D
0
27089
D
0
D
Stock Options (right to buy)
6.65
2016-01-15
4
D
0
70200
D
Common Stock
70200
0
D
Stock Options (right to buy)
6.87
2016-01-15
4
D
0
41334
D
Common Stock
41334
0
D
Stock Options (right to buy)
6.53
2016-01-15
4
D
0
22959
D
Common Stock
22959
0
D
Stock Options (right to buy)
5.23
2016-01-15
4
D
0
96250
D
Common Stock
96250
0
D
Restricted Stock Units
2016-01-15
4
D
0
87320
D
Common Stock
87320
0
D
Performance Restricted Stock Units
2016-01-15
4
A
0
83912
A
Common Stock
83912
0
D
Performance Restricted Stock Units
2016-01-15
4
D
0
95934
D
Common Stock
95934
0
D
Disposed of pursuant to the Agreement and Plan of Merger by and among Microsemi Corporation ("Microsemi"), Lois Acquisition Corp. (a wholly-owned subsidiary of Microsemi), and Issuer, dated as of November 24, 2015 (the "Merger Agreement" and, the transaction contemplated therein, the "Merger"), whereby each share of Issuer common stock was canceled and automatically converted into $9.22 in cash, without interest, and 0.0771 shares of Microsemi common stock (together, the "Per Share Amount"), with the fractional shares being paid in cash as provided in the Merger Agreement. The market value of the Per Share Amount is $11.67 per share, based on the trading price of Microsemi common stock as of end of trading on January 14, 2016.
Disposed of pursuant to the Merger Agreement and the Merger, whereby each Issuer stock option was cancelled and automatically converted into a combination of cash and Microsemi common stock that together equal the positive difference, if any, between the dollar value of the Per Share Amount and the exercise price applicable to the Issuer stock option, multiplied by the number of shares of Issuer common stock for which the Issuer stock option was exercisable, less any amount required to be withheld.
This Restricted Stock Unit award (the "RSU") was assumed and converted in the Merger into that number of Microsemi restricted stock units of Microsemi common stock, rounded down to the nearest whole share ("Converted RSUs"), equal to the product of (x) the number of shares of Issuer common stock subject to such Issuer RSU and (y) the sum of (A) 0.0771 and (B) the quotient obtained by dividing (i) $9.22 by (ii) the volume weighted average trading price of Microsemi common stock on Nasdaq for the five (5) consecutive trading days ending on January 14, 2016 (the sum, the "Equity Conversion Ratio," calculated to equal 0.3734). Any Converted RSU is subject to the same terms and conditions as were applicable under such Issuer RSU. Each Converted RSU that vests after the effective time of the Merger will be settled in shares of Microsemi common stock, unless settled by a cash payment equal to the value of such shares, as provided in the Merger Agreement.
Until the Merger, the Reporting Person's right to this Performance Restricted Stock Unit award (the "PRSU") remained subject to the satisfaction of certain performance criteria.
This PRSU was assumed and converted in the Merger into a number of restricted stock units of Microsemi common stock, rounded down to the nearest whole share ("Converted PRSUs"), equal to the product of (x) the number of shares of Issuer common stock subject to such Issuer PRSU, assuming achievement of target-level performance with respect to each performance period, performance cycle or measurement cycle applicable to such Issuer PRSU and (y) the Equity Conversion Ratio (calculated to equal 0.3734). Each Converted PRSU that vests after the effective time of the Merger will be settled in shares of Microsemi common stock, unless settled by a cash payment equal to the value of such shares, as provided in the Merger Agreement.
/s/ Amr Razzak, Attorney-in-Fact
2016-01-20