1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Stock Option (Right to Buy)
(1)
|
01/31/2012(2)
|
01/31/2018 |
Common Stock
|
7
(3)
|
$
8.1
(3)
|
D
|
Â
|
Stock Option (Right to Buy)
(1)
|
01/31/2013(4)
|
01/31/2019 |
Common Stock
|
18,017
(3)
|
$
4.09
(3)
|
D
|
Â
|
Stock Option (Right to Buy)
(1)
|
01/31/2014(5)
|
01/31/2020 |
Common Stock
|
37,965
(3)
|
$
4.69
(3)
|
D
|
Â
|
Restricted Stock Units
(6)
|
Â
(7)
|
Â
(7)
|
Common Stock
|
2,764
|
$
(7)
|
D
|
Â
|
* |
If the form is filed by more than one reporting person, see Instruction 5(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) |
Received as provided in the Agreement and Plan of Merger and Reorganization dated as of December 1, 2014 (the "Merger Agreement" and, the transactions contemplated therein, the "Merger"), by and among the Issuer, Mustang Acquisition Corporation (a wholly owned subsidiary of the Issuer) and Spansion Inc. ("Spansion") in exchange for a stock option to purchase shares of Spansion common stock. The number of shares underlying this option and the exercise price thereof were adjusted to reflect the Exchange Ratio as provided in the Merger Agreement whereby each share of Spansion common stock was canceled and automatically converted into 2.457 shares of Issuer common stock. |
(2) |
The option, representing a right to purchase a total of seven (7) shares, became exercisable in three (3) equal annual installments beginning on January 1, 2012, which was the first anniversary of the date on which the option was granted. The option is fully vested. |
(3) |
The number of shares underlying this option and the exercise price thereof were adjusted to reflect the Exchange Ratio, as provided in the Merger Agreement. This option is subject to the same terms and conditions as were applicable to the Spansion stock option from which it converted. |
(4) |
The option, representing a right to purchase a total of 37,965 shares, became exercisable in three (3) equal annual installments beginning on January 1, 2013, which was the first anniversary of the date on which the option was granted. The option is fully vested. |
(5) |
The option, representing a right to purchase a total of 18,017 shares, became exercisable in three (3) equal annual installments beginning on January 1, 2014, which was the first anniversary of the date on which the option was granted. The option is fully vested. |
(6) |
Received in the Merger in exchange for a restricted stock unit award (the "RSU") representing a contingent right to receive shares of Spansion common stock. The number of shares subject to this RSU was adjusted to reflect the Exchange Ratio, as provided in the Merger Agreement. |
(7) |
This RSU represents a contingent right to receive Issuer common stock on a one-for-one basis, being subject to the same terms and conditions as were applicable to the Spansion RSU from which it converted. The RSU vests in equal quarterly installments beginning April 30, 2015. |