SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Biskupski Jay

(Last) (First) (Middle)
C/O PEREGRINE SEMICONDUCTOR CORPORATION
9380 CARROLL PARK DRIVE

(Street)
SAN DIEGO CA 92121

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PEREGRINE SEMICONDUCTOR CORP [ PSMI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/12/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/12/2014 D(1) 9,501 D $12.5 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $1.76 12/12/2014 D(1) 166,042 (2) 04/14/2019 Common Stock 166,042 $10.74(2) 0 D
Stock Option (Right to Buy) $1.76 12/12/2014 D(1) 55,347 (2) 04/14/2019 Common Stock 55,347 $10.74(2) 0 D
Stock Option (Right to Buy) $7.12 12/12/2014 D(1) 81,743 (2) 07/22/2020 Common Stock 81,743 $5.38(2) 0 D
Stock Option (Right to Buy) $9.76 12/12/2014 D(1) 81,743 (2) 10/25/2021 Common Stock 81,743 $2.74(2) 0 D
Stock Option (Right to Buy) $9.5 12/12/2014 D(1) 70,000 (2) 05/01/2023 Common Stock 70,000 $3(2) 0 D
Stock Option (Right to Buy) $9.5 12/12/2014 D(1) 6,000 (2) 05/01/2023 Common Stock 6,000 $3(2) 0 D
Stock Option (Right to Buy) $5.81 12/12/2014 D(1) 78,000 (2) 02/24/2024 Common Stock 78,000 $6.69(2) 0 D
Restricted Stock Unit $0 12/12/2014 D(1) 7,500 (3) 02/24/2016 Common Stock 7,500 $12.5(3) 0 D
Explanation of Responses:
1. Pursuant to the Merger Agreement, at the Effective time each share of PSMI common stock was converted into the right to receive $12.50 in cash.
2. This option was canceled in connection with the merger of Peregrine and Murata in exchange for a cash payment per share equal to the difference between $12.50 and the exercise price of the option.
3. In connection with the Merger, the restricted stock units were cancelled and converted into an unvested cash arrangement providing for the subsequent vesting and payout of $12.50 in cash for each share of PSMI common stock subject to the restricted stock units in accordance with the original vesting schedule that applied to the restricted stock units prior to the merger. The restricted stock units were schedule to vest over four equal semi-annual installments commencing on August 24, 2014.
Remarks:
Jay Biskupski 12/18/2014
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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