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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) | $ 4.18 | 10/10/2008 | 10/10/2008 | D | 15,000 | (3) | 05/01/2011 | Common Stock | 15,000 | (3) | 0 | D | |||
| Right to buy (Common Stock) | $ 2.73 | 10/10/2008 | 10/10/2008 | D | 15,000 | (4) | 05/01/2013 | Common Stock | 15,000 | (4) | 0 | D | |||
| Right to buy (Common Stock) | $ 7.49 | 10/10/2008 | 10/10/2008 | D | 15,000 | (5) | 05/13/2014 | Common Stock | 15,000 | (5) | 0 | D | |||
| Right to buy (Common Stock) | $ 4.6 | 10/10/2008 | 10/10/2008 | D | 15,000 | (6) | 05/02/2015 | Common Stock | 15,000 | (6) | 0 | D | |||
| Right to buy (Common Stock) | $ 4.91 | 10/10/2008 | 10/10/2008 | D | 15,000 | (7) | 05/01/2016 | Common Stock | 15,000 | (7) | 0 | D | |||
| Right to buy (Common Stock) | $ 3.84 | 10/10/2008 | 10/10/2008 | D | 15,000 | (8) | 05/01/2017 | Common Stock | 15,000 | (8) | 0 | D | |||
| Right to buy (Common Stock) | $ 4.29 | 10/10/2008 | 10/10/2008 | D | 15,000 | (9) | 05/01/2018 | Common Stock | 15,000 | (9) | 0 | D | |||
| Right to buy (Common Stock) | $ 4.07 | 10/10/2008 | 10/10/2008 | D | 10,000 | (10) | 05/03/2011 | Common Stock | 10,000 | (10) | 0 | D | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| DUCHATELET ROLAND C/O CATALYST SEMICONDUCTOR INC. 2975 STENDER WAY SANTA CLARA, CA 95054 |
X | |||
| /s/ David P. Eichler, Atty-in-Fact Roland Duchatelet | 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 35,300 shares of ON Common Stock have a market value of $4.36 per share on the effective date of the merger. |
| (2) | Represents shares of Issuer's Common Stock held by Elex N.V. of which Mr. Duchatelet is Chairman. Disposed of pursuant to a merger agreement between the issuer, ON Semiconductor Corporation ("ON") and Centaur Acquisition Corporation in exchange for 514,462 shares of ON Common Stock have a market value of $4.36 per share on the effective date of the merger, and $0.87 representing fractional shares as provided in the merger agreement. |
| (3) | The shares subject to this option were fully vested and exercisable on the date of grant. Upon effectiveness of the merger, this option was exchanged from an option to purchase 10,590 shares of ON Common Stock with an exercise price of $5.92 per share, which option shall terminate six months from the merger closing date. |
| (4) | The shares subject to this option were fully vested and exercisable on the date of grant. Upon effectiveness of the merger, this option was exchanged from an option to purchase 10,590 shares of ON Common Stock with an exercise price of $3.87 per share, which option will terminate on the earlier of (i) the option expiration date or (ii) three years from the merger closing date. |
| (5) | The shares subject to this option were fully vested and exercisable on the date of grant. Upon effectiveness of the merger, this option was exchanged from an option to purchase 10,590 shares of ON Common Stock with an exercise price of $10.61 per share, which option will terminate on the earlier of (i) the option expiration date or (ii) three years from the merger closing date. |
| (6) | The shares subject to this option were fully vested and exercisable on the date of grant. Upon effectiveness of the merger, this option was exchanged from an option to purchase 10,590 shares of ON Common Stock with an exercise price of $6.52 per share, which option will terminate on the earlier of (i) the option expiration date or (ii) three years from the merger closing date. |
| (7) | The shares subject to this option were fully vested and exercisable on the date of grant. Upon effectiveness of the merger, this option was exchanged from an option to purchase 10,590 shares of ON Common Stock with an exercise price of $6.95 per share, which option will terminate on the earlier of (i) the option expiration date or (ii) three years from the merger closing date. |
| (8) | The shares subject to this option were fully vested and exercisable on the date of grant. Upon effectiveness of the merger, this option was exchanged from an option to purchase 10,590 shares of ON Common Stock with an exercise price of $5.44 per share, which option will terminate on the earlier of (i) the option expiration date or (ii) three years from the merger closing date. |
| (9) | The shares subject to this option were fully vested and exercisable on the date of grant. Upon effectiveness of the merger, this option was exchanged from an option to purchase 10,590 shares of ON Common Stock with an exercise price of $6.08 per share, which option will terminate on the earlier of (i) the option expiration date or (ii) three years from the merger closing date. |
| (10) | The shares subject to this option vest as to 1/36th of the shares per month after the date of grant. Upon effectiveness of the merger, this option was exchanged from an option to purchase 7,060 shares of ON Common Stock with an exercise price of $5.76 per share, which option shall terminate six months from the merger closing date. |