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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 | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 2.71 | 04/30/2015 | D | 100,000 | (2) | 11/10/2024 | Common Stock | 100,000 | (2) | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 3.13 | 04/30/2015 | D | 10,000 | (3) | 05/14/2024 | Common Stock | 10,000 | (3) | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 3.97 | 04/30/2015 | D | 10,000 | (4) | 05/15/2022 | Common Stock | 10,000 | (4) | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 4.21 | 04/30/2015 | D | 10,000 | (5) | 05/14/2023 | Common Stock | 10,000 | (5) | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 8.3 | 04/30/2015 | D | 51,076 | (6) | 09/07/2020 | Common Stock | 51,076 | (6) | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 8.585 | 04/30/2015 | D | 10,000 | (7) | 05/19/2021 | Common Stock | 10,000 | (7) | 0 | D | ||||
| Restricted Stock Unit | (8) | 04/30/2015 | D | 15,974 | (8) | (8) | Common Stock | 15,974 | (8) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Tewksbury Ted L III 6290 SEQUENCE DRIVE SAN DIEGO, CA 92121 |
X | President & CEO | ||
| By: Lance W. Bridges, as attorney-in-fact For: Theodore L. Tewksbury, Ph.D. | 05/04/2015 | |
| **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) | Disposed of pursuant to the Agreement and Plan of Merger and Reorganization dated as of February 3, 2015 (the Merger Agreement, and the transactions contemplated therein, the Merger), by and among the Issuer, MaxLinear, Inc. (MaxLinear), Excalibur Acquisition Corporation and Excalibur Subsidiary, LLC, whereby each share of Issuer common stock was canceled in exchange for a cash payment of $1.20 per share and .2200 of a share of MaxLinear Class A Common Stock, with fractional shares being paid in cash. The market value of MaxLinear Class A Common Stock received under the Merger Agreement was $8.53 per share on the effective date of the Merger. |
| (2) | One half (1/2) of the shares vested three months after the Vesting Commencement Date; the balance of the shares vest in a series of three (3) successive equal monthly installments thereafter, until fully vested on May 10, 2015. The option was assumed by MaxLinear in the Merger and replaced with an option to purchase 35,822 shares of MaxLinear Class A Common Stock with an exercise price of $7.57 per share. |
| (3) | 1/12th of the shares vest each month over twelve consecutive months beginning on May 14, 2014. The option was assumed by MaxLinear in the Merger and replaced with an option to purchase 3,582 shares of MaxLinear Class A Common Stock with an exercise price of $8.74 per share. |
| (4) | 1/12th of the shares vested each month over twelve consecutive months beginning on 5/15/12.The option was assumed by MaxLinear in the Merger and replaced with an option to purchase 3,582 shares of MaxLinear Class A Common Stock with an exercise price of $11.09 per share. |
| (5) | 1/12th of the shares vested each month over twelve consecutive months beginning on May 14, 2013.The option was assumed by MaxLinear in the Merger and replaced with an option to purchase 3,582 shares of MaxLinear Class A Common Stock with an exercise price of $11.76 per share. |
| (6) | The shares vested in 48 equal monthly installments, beginning September 7, 2010. The option was assumed by MaxLinear in the Merger and replaced with an option to purchase 18,296 shares of MaxLinear Class A Common Stock with an exercise price of $23.17 per share. |
| (7) | 1/12th of the shares vested each month over twelve consecutive months beginning on 5/19/11. The option was assumed by MaxLinear in the Merger and replaced with an option to purchase 3,582 shares of MaxLinear Class A Common Stock with an exercise price of $23.97 per share. |
| (8) | 100% of the shares vest on May 14, 2015. The RSU represents a contingent right to receive Issuer common stock on a one-for-one basis. The RSU, which vests in equal annual installments, was assumed by MaxLinear in the Merger and converted into restricted stock units representing a contingent right to receive an aggregate of 5,722 shares of the Class A Common Stock of MaxLinear on the same terms and conditions (including with respect to vesting and exercisability) as were applicable to the RSU prior to the consummation of the Merger. |