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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 | ||||||||
Class B Common Stock (convertible into Class A Common Stock) (1) (2) | (2) | 03/29/2010 | J(1) | 283,624 | (2) | (2) | Class A Common Stock ($0.0001 par value) | 283,624 | $ 0 | 283,624 | D | ||||
Class B Common Stock (convertible into Class A Common Stock) (1) (2) | (2) | 03/29/2010 | J(1) | 94,541 | (2) | (2) | Class A Common Stock ($0.0001 par value) | 94,541 | $ 0 | 94,541 | I | See footnote (3) | |||
Class B Common Stock (convertible into Class A Common Stock) (1) (2) | (2) | 03/29/2010 | J(1) | 94,541 | (2) | (2) | Class A Common Stock ($0.0001 par value) | 94,541 | $ 0 | 94,541 | I | See footnote (4) | |||
Employee Stock Option (right to buy) | $ 0.2322 | 03/29/2010 | J(5) | 898 | (6) | 10/28/2015 | Common Stock | 898 | $ 0 | 0 | D | ||||
Employee Stock Option (right to buy) | $ 1.1613 | 03/29/2010 | J(5) | 77,499 | (7) | 08/07/2017 | Common Stock | 77,499 | $ 0 | 0 | D | ||||
Employee Stock Option (right to buy) | $ 7.4478 | 03/29/2010 | J(5) | 48,437 | (8) | 10/27/2019 | Common Stock | 48,437 | $ 0 | 0 | D | ||||
Employee Stock Option (right to buy) | $ 0.2322 | 03/29/2010 | J(5) | 898 | (6) | 10/28/2015 | Class B Common Stock | 898 | $ 0 | 898 | D | ||||
Employee Stock Option (right to buy) | $ 1.1613 | 03/29/2010 | J(5) | 77,499 | (7) | 08/07/2017 | Class B Common Stock | 77,499 | $ 0 | 77,499 | D | ||||
Employee Stock Option (right to buy) | $ 7.4478 | 03/29/2010 | J(5) | 48,437 | (8) | 10/27/2018 | Class B Common Stock | 48,437 | $ 0 | 48,437 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
IMURA KIMIHIKO 2051 PALOMAR AIRPORT ROAD SUITE 100 CARLSBAD, CA 92011 |
VP, Semiconductor Tech & Ops |
/s/ Patrick E. McCready, by power of attorney | 03/29/2010 | |
**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) | Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock ($0.0001 par value) automatically converted into one share of Class B Common Stock ($0.0001 par value) immediately prior to the closing of the Registrant's initial public offering on March 29, 2010. |
(2) | Each share of Class B Common Stock is convertible into one share of Class A Common Stock, which is the publicly traded stock, upon certain transfers and at the option of the holder. On the seventh anniversary of the closing of the Registrant's initial public offering (March 29, 2017), the Class B Common Stock and the Class A Common Stock will automatically convert into a single class of Common Stock. |
(3) | Shares held directly by KI Trust, a grantor retained annuity trust, for which the Reporting Person serves as trustee. |
(4) | Shares held directly by YI Trust, a grantor retained annuity trust, for which the Reporting Person's spouse serves as trustee. |
(5) | Pursuant to a reclassification exempt under Rule 16b-7, each employee stock option to purchase one share of Common Stock ($0.0001 par value) automatically converted into an option to purchase one share of Class B Common Stock ($0.0001 par value) immediately prior to the closing of the Registrant's initial public offering on March 29, 2010. |
(6) | Shares subject to the option are fully vested and immediately exercisable. |
(7) | This stock option was granted on August 7, 2007 and vests over four years. Subject to the optionee's continuing to provide services, 25% of the shares subject to the option vested and became immediately exercisable one year after the grant date, and 2.08% of the shares vest and become exercisable at the end of each monthly period thereafter. |
(8) | This stock option was granted on October 27, 2009 and vests over four years. Subject to optionee's continuing to provide services, 10% of the shares subject to the stock option vest and become exercisable one year after the grant date, 20% of the shares subject to the stock option vest and become exercisable on the second anniversary of the grant date, 30% of the shares subject to the stock option vest and become exercisable on the third anniversary of the grant date, and 40% of the shares subject to the shares subject to the stock option vest and become exercisable on the fourth anniversary of the grant date. |