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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B common stock | (2) | 05/27/2015 | C(1) | 478,500 | (2) | (2) | Class A common stock | 478,500 | $ 0 | 13,562,492 | I | See Footnote (3) | |||
Class B common stock | (2) | 05/27/2015 | C(5) | 334,588 | (2) | (2) | Class A common stock | 334,588 | $ 0 | 6,219,437 | I | See Footnote (6) | |||
Class B common stock | (2) | (2) | (2) | Class A common stock | 1,050,000 | 1,050,000 | I | See Footnote (8) | |||||||
Class B common stock | (2) | (2) | (2) | Class A common stock | 913,473 | 913,473 | I | See Footnote (9) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SAMUELI HENRY 5300 CALIFORNIA AVENUE IRVINE, CA 92617 |
X | Chairman of the Board and CTO |
/s/ Henry Samueli, Ph.D. | 05/28/2015 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Such transaction was effected by HS Portfolio L.P. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
(2) | Each share of Class B common stock is convertible at any time into one share of Class A common stock at the option of the holder. |
(3) | Held by HS Portfolio L.P. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
(4) | The shares covered by this Form 4 are being sold pursuant to a Rule 10b5-1 Sales Plan, which is intended to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. |
(5) | Such transaction was effected by H&S Investments I L.P., an entity owned by the Shiloh Trust, for which trust the Reporting Person is co-trustee and co-beneficiary. |
(6) | Held by H&S Investments I L.P., an entity owned by the Shiloh Trust, for which trust the Reporting Person is co-trustee and co-beneficiary. |
(7) | Includes (i) 56,152 shares that are held as Class A common stock and (ii) 522,586 shares in the form of restricted stock units that will entitle the Reporting Person to receive one share of Class A common stock per restricted stock unit. |
(8) | Held by H&S Portfolio II L.P., an entity owned by the Henry Samueli Lifetime Benefit Trust, for which trust the Reporting Person is trustee and beneficiary. |
(9) | Held by HS Management, L.P. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |