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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 | ||||||||
Options | $ 4.3125 | 09/25/2007 | D | 2,000 | (2) | 09/26/2009 | Common Stock | 2,000 | $ 20.4375 | 0 | D | ||||
Options | $ 13.5 | 09/25/2007 | D | 10,000 | (3) | 11/13/2016 | Common Stock | 10,000 | $ 11.25 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Grossbach Robert C/O AMERICAN TECHNICAL CERAMICS CORP. 1 NORDEN LANE HUNTINGTON STATION, NY 11746 |
Vice President |
/S/ROBERT GROSSBACH | 09/25/2007 | |
**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) | The dispositions reported in this Form 4 were in connection with the merger of the issuer with Admiral Byrd Acquisition Sub, Inc., a wholly-owned subsidiary of AVX Corporation, pursuant to that certain Agreement and Plan of Merger, dated as of June 15, 2007, by and among the issuer, AVX Corporation and Admiral Byrd Acquisition Sub, Inc. (the "Merger"), in exchange for the right to receive a cash payment equal to $24.75 per share. |
(2) | These options, which became fully vested on September 27, 2003 were converted in connection with the Merger in exchange for the right to receive a cash payment of $40,875, representing the right to receive $24.75 in cash less the applicable exercise price with respect to each share of common stock underlying such option. |
(3) | These options, which provided for vesting in four equal annual installments commencing on November 14, 2007, were accelerated and became fully vested, and were converted in connection with the Merger in exchange for the right to receive a cash payment of $112,500, representing the right to receive $24.75 in cash less the applicable exercise price with respect to each share of common stock underlying such option. |