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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 | ||||||||
Restricted Stock Units | (4) | 11/12/2018 | M | 10,429 | (6) | (6) | Common Stock | 10,429 | $ 0 | 0 | D | ||||
Restricted Stock Units | (4) | 11/12/2018 | M | 13,600 | (7) | (7) | Common Stock | 13,600 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ALDRICH DAVID J 20 SYLVAN ROAD WOBURN, MA 01801 |
X |
Daniel L. Ricks, as Attorney-In-Fact for David J. Aldrich | 11/14/2018 | |
**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) | Represents 9,225 shares of common stock issued to the Reporting Person pursuant to a performance share award dated 11/9/2015. Such performance share award contained both a continued employment condition and a performance condition related to the achievement by the Issuer of certain pre-established performance metrics for fiscal year 2016. Pursuant to the Second Amended and Restated Change of Control/Severance Agreement between the Reporting Person and the Issuer, in conjunction with the Reporting Person's cessation of employment, the number of shares issued to the Reporting Person on 11/12/2018 represents that number of shares that would have been issued under the award on 11/9/2018. |
(2) | Transfer of stock to the Issuer of the number of common shares determined to be sufficient to satisfy tax withholding obligations related to the issuance of unrestricted stock to the Reporting Person. |
(3) | Represents 62,580 shares of common stock issued to the Reporting Person pursuant to a performance share award dated 11/9/2016. Such performance share award contained both a continued employment condition and a performance condition related to the achievement by the Issuer of certain pre-established performance metrics for fiscal year 2017. Pursuant to the Second Amended and Restated Change of Control/Severance Agreement between the Reporting Person and the Issuer, in conjunction with the Reporting Person's cessation of employment, the number of shares issued to the Reporting Person on 11/12/2018 represents that number of shares that would have been issued under the award on 11/9/2018 and 11/9/2019. |
(4) | Restricted stock units convert into shares of common stock on a one-for-one basis. |
(5) | This total represents the number of shares of common stock held by the Reporting Person in the Skyworks Solutions, Inc. 401(k) plan based on the latest plan statement dated 10/31/2018. |
(6) | The restricted stock units were originally scheduled to vest in four (4) equal installments, beginning on 11/9/2017 and ending on 11/9/2020. Pursuant to the Second Amended and Restated Change of Control/Severance Agreement between the Reporting Person and the Issuer, in conjunction with the Reporting Person's cessation of employment, the number of shares issued to the Reporting Person on 11/12/2018 represents that number of shares that would have been issued under the award on 11/9/2018, 11/9/2019, and 11/9/2020. |
(7) | The restricted stock units were originally scheduled to vest in four (4) equal installments, beginning on 11/7/2018 and ending on 11/7/2021. Pursuant to the Second Amended and Restated Change of Control/Severance Agreement between the Reporting Person and the Issuer, in conjunction with the Reporting Person's cessation of employment, the number of shares issued to the Reporting Person on 11/12/2018 represents that number of shares that would have been issued under the award on 11/7/2018, 11/7/2019, 11/7/2020, and 11/7/2021, in each case prorated for the number of days during which the Reporting Person performed services for the Issuer during fiscal year 2018 prior to his cessation of employment. |