Pericom Semiconductor (PSEM) Form 4 PERICOM SEMICONDUCTOR / HAU L LEE ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LEE HAU L

(Last) (First) (Middle)

PERICOM SEMICONDUCTOR CORP.

1545 BARBER LANE

(Street)

MILPITAS CA 95035

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PERICOM SEMICONDUCTOR CORP [ PSEM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Outside Director

3. Date of Earliest Transaction (Month/Day/Year)
11/24/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/24/2015		D(1)		22,400	D	$17.75	3,050	D
Common Stock	11/24/2015		D		800	D	$17.75	2,250	D
Common Stock	11/24/2015		D(1)		2,250	D	$17.75	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (right to buy)	$6.73	11/24/2015		D(2)			3,000	12/17/2009	12/17/2018	Common Stock	3,000	$17.75	0	D
Non-Qualified Stock Option (right to buy)	$7.81	11/24/2015		D(2)			4,500	12/09/2012	12/09/2021	Common Stock	4,500	$17.75	0	D
Non-Qualified Stock Option (right to buy)	$7.87	11/24/2015		D(2)			4,500	12/06/2013	12/06/2022	Common Stock	4,500	$17.75	0	D
Non-Qualified Stock Option (right to buy)	$8.1	11/24/2015		D(2)			6,000	12/14/2005	12/14/2015	Common Stock	6,000	$17.75	0	D
Non-Qualified Stock Option (right to buy)	$9.08	11/24/2015		D(2)			4,500	12/05/2014	12/05/2023	Common Stock	4,500	$17.75	0	D
Non-Qualified Stock Option (right to buy)	$10.71	11/24/2015		D(2)			4,500	12/09/2011	12/09/2020	Common Stock	4,500	$17.75	0	D
Non-Qualified Stock Option (right to buy)	$11.13	11/24/2015		D(2)			3,000	12/11/2010	12/11/2019	Common Stock	3,000	$17.75	0	D
Non-Qualified Stock Option (right to buy)	$11.91	11/24/2015		D(2)			6,000	12/14/2006	12/14/2016	Common Stock	6,000	$17.75	0	D
Non-Qualified Stock Option (right to buy)	$13.1	11/24/2015		D(3)			4,500	12/04/2015	12/04/2024	Common Stock	4,500	$17.75	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger dated as of September 2, 2015, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of November 6, 2015 (the "Merger Agreement" and the transactions contemplated therein, the "Merger"), by and among Diodes Incorporated, PSI Merger Sub, Inc. (a wholly owned subsidiary of Diodes) and Pericom Semiconductor Corporation (?Pericom?), whereby each share of Pericom common stock was canceled in exchange for $17.75 in cash, without interest.

2. Pursuant to the Merger Agreement, each option to purchase common stock was canceled and paid in cash assuming an exercise price of $17.75.

3. Pursuant to the Merger Agreement, this option to purchase common stock was assumed by Diodes in the Merger on the same terms and conditions regarding vesting and exercisability, and automatically converted into restricted stock units.

	Hau Lee	11/25/2015
	** Signature of Reporting Person	Date
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