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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 | ||||||||
Stock Appreciation Right | $ 12.47 | 04/29/2016 | D | 9,510 | (4) | 03/31/2017 | Common Stock | 9,510 | (4) | 0 | D | ||||
Stock Appreciation Right | $ 17.06 | 04/29/2016 | D | 6,840 | (5) | 05/17/2018 | Common Stock | 6,840 | (5) | 0 | D | ||||
Stock Appreciation Right | $ 17.12 | 04/29/2016 | D | 9,630 | (6) | 04/12/2019 | Common Stock | 9,630 | (6) | 0 | D | ||||
Stock Appreciation Right | $ 13.74 | 04/29/2016 | D | 16,800 | (7) | 05/20/2020 | Common Stock | 16,800 | (7) | 0 | D | ||||
Stock Appreciation Right | $ 18.29 | 04/29/2016 | D | 14,430 | (8) | 05/19/2021 | Common Stock | 14,430 | (8) | 0 | D | ||||
Stock Appreciation Right | $ 19.11 | 04/29/2016 | D | 12,000 | (9) | 05/19/2022 | Common Stock | 12,000 | (9) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Allen David J 1791 DEERE AVENUE IRVINE, CA 92606 |
Former SVP & GM, Lasers Group |
/s/ Jeffrey B. Coyne, as attorney-in-fact for reporting person | 05/02/2016 | |
**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) | On April 29, 2016, pursuant to the Agreement and Plan of Merger between the issuer, MKS Instruments, Inc. ("MKS") and MKS' wholly owned subsidiary, PSI Equipment, Inc. ("Merger Sub"), dated February 22, 2016 (the "Merger Agreement"), Merger Sub merged with and into the issuer (the "Merger"), with the issuer surviving the Merger as a wholly owned subsidiary of MKS. Pursuant to the Merger Agreement, at the effective time of the Merger, the shares were automatically converted into a right to receive $23.00 per share in cash. |
(2) | Restricted stock units representing the right to receive a total of 4,810 shares of the issuer's common stock, which vest on March 31, 2017, were assumed by MKS in connection with the Merger and were converted into restricted stock units representing the right to receive a total of 2,952 shares of MKS' common stock. |
(3) | Restricted stock units representing the right to receive a total of 8,000 shares of the issuer's common stock, which vest in two equal installments on March 31, 2017 and March 31, 2018, were assumed by MKS in connection with the Merger and were converted into restricted stock units representing the right to receive a total of 4,911 shares of MKS' common stock. |
(4) | Stock appreciation right, which became fully vested on March 31, 2013, was assumed by MKS in connection with the Merger and was converted into a stock appreciation right with respect to a total of 5,838 shares of MKS' common stock having a base value of $20.32 per share. |
(5) | Stock appreciation right, which became fully vested on March 31, 2014, was assumed by MKS in connection with the Merger and was converted into a stock appreciation right with respect to a total of 4,199 shares of MKS' common stock having a base value of $27.79 per share. |
(6) | Stock appreciation right, which became fully vested on March 31, 2015, was assumed by MKS in connection with the Merger and was converted into a stock appreciation right with respect to a total of 5,911 shares of MKS' common stock having a base value of $27.89 per share. |
(7) | Stock appreciation right, which became fully vested on March 31, 2016, was assumed by MKS in connection with the Merger and was converted into a stock appreciation right with respect to a total of 10,313 shares of MKS' common stock having a base value of $22.39 per share. |
(8) | Stock appreciation right, which vests in equal 1/3rd installments on March 31, 2015, 2016 and 2017, was assumed by MKS in connection with the Merger and was converted into a stock appreciation right with respect to a total of 8,858 shares of MKS' common stock having a base value of $29.80 per share. |
(9) | Stock appreciation right, which vests in equal 1/3rd installments on March 31, 2016, 2017 and 2018, was assumed by MKS in connection with the Merger and was converted into a stock appreciation right with respect to a total of 7,366 shares of MKS' common stock having a base value of $31.13 per share. |