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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 | ||||||||
| Right to buy (Common Stock) | $ 1.73 | 10/10/2008 | 10/10/2008 | D | 180,000 | (2) | 09/27/2011 | Common Stock | 180,000 | (2) | 0 | D | |||
| Right to buy (Common Stock) | $ 2.68 | 10/10/2008 | 10/10/2008 | D | 50,000 | (3) | 04/28/2013 | Common Stock | 50,000 | (3) | 0 | D | |||
| Right to buy (Common Stock) | $ 3.35 | 10/10/2008 | 10/10/2008 | D | 25,000 | (4) | 03/16/2017 | Common Stock | 25,000 | (4) | 0 | D | |||
| Right to buy (Common Stock) | $ 4.27 | 10/10/2008 | 10/10/2008 | D | 60,000 | (5) | 08/09/2017 | Common Stock | 60,000 | (5) | 0 | D | |||
| Right to buy (Common Stock) | $ 4.21 | 10/10/2008 | 10/10/2008 | D | 40,000 | (6) | 08/09/2017 | Common Stock | 40,000 | (6) | 0 | D | |||
| Restricted Stock Unit | $ 0.001 (7) | 10/10/2008 | 10/10/2008 | D | 23,345 | (8) | 11/28/2009 | Common Stock | 23,345 | (8) | 0 | D | |||
| Restricted Stock Unit | $ 0.001 (7) | 10/10/2008 | 10/10/2008 | D | 36,000 | (9) | 11/28/2009 | Common Stock | 36,000 | (9) | 0 | D | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| GEORGESCU SORIN C/O CATALYST SEMICONDUCTOR INC. 2975 STENDER WAY SANTA CLARA, CA 95054 |
VP, Technology | |||
| /s/ David P. Eichler, Atty-in-Fact Sorin Georgescu | 10/14/2008 | |
| **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 a merger agreement between the issuer, ON Semiconductor Corporation ("ON") and Centaur Acquisition Corporation in exchange for 23,020 shares of ON Common Stock have a market value of $4.36 per share on the effective date of the merger, and $2.35 representing fractional shares as provided in the merger agreement. |
| (2) | This option provided for vesting of 25% of the shares subject to the option on October 8, 2001, 25% of the shares subject to the option on October 8, 2002 and 1/36th of the remaining shares subject to the option each month thereafter. Upon effectiveness of the merger, this option was exchanged from an option to purchase 127,080 shares of ON Common Stock with an exercise price of $2.45 per share. |
| (3) | This option provided for vesting over 4 years. Upon effectiveness of the merger, this option was exchanged from an option to purchase 35,300 shares of ON Common Stock with an exercise price of $3.80 per share. |
| (4) | This option provided for vesting over 4 years. Upon effectiveness of the merger, this option was exchanged from an option to purchase 17,650 shares of ON Common Stock with an exercise price of $4.75 per share. |
| (5) | This option provided for vesting over 4 years. Upon effectiveness of the merger, this option was exchanged from an option to purchase 42,359 shares of ON Common Stock with an exercise price of $6.05 per share. |
| (6) | This option provided for vesting over 4 years. Upon effectiveness of the merger, this option was exchanged from an option to purchase 28,240 shares of ON Common Stock with an exercise price of $5.96 per share. |
| (7) | Represents par value per share of CATS Common Stock. |
| (8) | The restricted stock unit vest as to 1/3 of the unit each year after the date of grant. Upon effectiveness of the merger, this unit was exchanged for a restricted stock unit to purchase 16,481 shares of ON Common Stock. |
| (9) | 1/3 of the restricted stock unit shall vest on May 3, 2009 based on the achievement by reporting person of certain specified performance criteria. In the event such criteria is not met, 1/3 of the restricted stock unit will terminate on May 3, 2009. The remaining 2/3 of the restricted stock unit will vest on January 2, 2011. Upon effectiveness of the merger, this restricted stock unit was exchanged for a restricted stock unit of 25,416 shares of ON Common Stock. |