FORM 6-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For August 3, 2016
Commission File Number: 000-29644
ARM HOLDINGS PLC
(Translation of registrant’s name into English)
110 Fulbourn Road
Cambridge CB1 9NJ
England
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F X Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): _____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-______
ARM HOLDINGS PLC
INDEX TO EXHIBITS
| Item | |
| 1. | Press release dated August 3, 2016 – Amendment to Opening Position Disclosure |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: August 3, 2016
ARM HOLDINGS PLC
By: /s/ Chris Kennedy
Name: Chris Kennedy
Title: Chief Financial Officer
Item 1
Amendment to Opening Position Disclosure
RNS Number : 1508G
ARM Holdings PLC
03 August 2016
FORM 8 (OPD)
Amendment to Section 3(d)(i)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
| 1. | KEY INFORMATION |
| (a) Full name of discloser: | ARM Holdings plc |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):
The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. | N/A |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:
Use a separate form for each offeror/offeree | ARM Holdings plc |
| (d) Is the discloser the offeror or the offeree? | OFFEREE |
(e) Date position held:
The latest practicable date prior to the disclosure | 29 July 2016 |
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?
If it is a cash offer or possible cash offer, state "N/A" | N/A |
| 2. | POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE |
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
| (a) | Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates |
Class of relevant security: | ||||
| Interests | Short positions | |||
| Number | % | Number | % | |
| (1) Relevant securities owned and/or controlled: | Nil | 0 | Nil | 0 |
(2) Cash-settled derivatives: | Nil | 0 | Nil | 0 |
| (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | Nil | 0 | Nil | 0 |
TOTAL: | Nil | 0 | Nil | 0 |
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
| (b) | Rights to subscribe for new securities |
| Class of relevant security in relation to which subscription right exists: | None |
| Details, including nature of the rights concerned and relevant percentages: | n/a |
| 3. | POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE |
Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:
| (a) | Interests of directors of ARM Holdings plc in its ordinary shares |
| Director | Number of ordinary shares of £0.005 pence each | Percentage of total issued share capital (excluding treasury shares) (%) (to 3 d.p.) |
| Stuart Chambers | 40,000 | 0.003 |
| Simon Segars | 668,432 | 0.048 |
| Mike Muller | 1,236,000 | 0.088 |
| Chris Kennedy | 20,256 | 0.001 |
| Andy Green | 5,250 | 0 |
| Lawton Fitt | 6301 | 0 |
| Steve Pusey | 6,329 | 0 |
| (b) | Interests in ARM Holdings plc ordinary shares held by directors in awards of ordinary shares under ARM Holdings plc's share plans |
Long Term Incentive Plan
| Director | Maximum number of ordinary shares awarded | Date of grant | Share price at grant (£)* | Exercise price per grant (£) | Vesting date |
| Simon Segars | 22560 | 13 August 2013 | 8.865 | 0 | 13 August 2016 |
| 215,540 | 8 February 2014 | 8.96 | 0 | 8 February 2017 | |
| 198,366 | 12 February 2015 | 10.87 | 0 | 12 February 2018 | |
| 254,448 | 11 February 2016 | 8.99 | 0 | 11 February 2019 | |
| Mike Muller | 122,858 | 8 February 2014 | 8.99 | 0 | 8 February 2017 |
| 104,310 | 12 February 2015 | 10.87 | 0 | 12 February 2018 | |
| 132,438 | 11 February 2016 | 8.99 | 0 | 11 February 2019 | |
| Chris Kennedy | 55,822 | 12 November 2015 | 10.53 | 0 | 12 November 2018 |
| 208,042 | 11 February 2016 | 8.99 | 0 | 11 February 2019 |
* Mid-market closing price on the day prior to the date of grant
Deferred Annual Bonus Scheme
| Director | Maximum number of ordinary shares awarded | Date of grant | Share price at grant (£)* | Exercise price per grant (£) | Vesting date |
| Simon Segars | 84,916 | 8 February 2014 | 8.96 | 0 | 8 February 2017 |
| Mike Muller | 63,003 | 8 February 2014 | 8.96 | 0 | 8 February 2017 |
* Mid-market closing price on the day prior to the date of grant
Restricted Share Awards under EEP
| Director | Maximum number of ordinary shares awarded | Date of grant | Share price at grant (£)* | Exercise price per grant (£) | Vesting date |
| Chris Kennedy | 22,554 | 12 November 2015 | 10.53 | 0 | 12 November 2016 |
| 22,554 | 12 November 2015 | 10.53 | 0 | 12 November 2017 | |
| 22,554 | 12 November 2015 | 10.53 | 0 | 12 November 2018 | |
| 22,554 | 12 November 2015 | 10.53 | 0 | 12 November 2019 |
* Mid-market closing price on the day prior to the date of grant
Save As You Earn
| Director | Shares granted | Date of grant | Share price at grant (£)* | Exercise price (£) | Date from which exercisable | Expiry date |
| Chris Kennedy | 2,300 | 24 June 2016 | 9.78 | 7.8240 | 1 August 2021 | 1 February 2022 |
* Mid-market closing price on the day prior to the date of grant
| (c) | [Interests of close relatives and related trusts of directors of ARM Holdings plc in its ordinary shares] |
| Name | Number of ordinary shares of £0.005 pence each | Percentage of total issued share capital (excluding treasury shares) (%) (to 3 d.p.) |
| Michael Heal | 1,300 | 0.000 |
| J Muller and C Muller | 100,000 | 0.007 |
| Sarah and Amy Wehle | 900 | 0.000 |
| Tina Green | 96 | 0.000 |
| Joanne Segars | 103 | 0.000 |
| Terence George Segars | 609 | 0.000 |
| (d) | Interests of other concert parties of ARM Holdings plc |
(i) Goldman, Sachs & Co.
Class of relevant security: | 0.05p ordinary | |||
| Interests | Short positions | |||
| Number | % | Number | % | |
| (1) Relevant securities owned and/or controlled: | 285,360 | 0.02 | 167,298 | 0.01 |
| (2) Cash-settled derivatives: | 0 | 0.00 | 0 | 0.00 |
| (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 223,800 | 0.01 | 207,300 | 0.01 |
TOTAL: | 509,160 | 0.03 | 374,598 | 0.03 |
(ii) Goldman Sachs Bank AG
Class of relevant security: | 0.05p ordinary | |||
| Interests | Short positions | |||
| Number | % | Number | % | |
| (1) Relevant securities owned and/or controlled: | 26,520 | 0.00 | 0 | 0.00 |
| (2) Cash-settled derivatives: | 0 | 0.00 | 0 | 0.00 |
| (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 0 | 0.00 | 0 | 0.00 |
TOTAL: | 26,520 | 0.00 | 0 | 0.00 |
(iii) Goldman Sachs Financial Markets, L.P.
Class of relevant security: | ADRs | |||
| Interests | Short positions | |||
| Number | % | Number | % | |
| (1) Relevant securities owned and/or controlled: | 0 | 0.00 | 118,800 | 0.00 |
| (2) Cash-settled derivatives: | 0 | 0.00 | 0 | 0.00 |
| (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 0 | 0.00 | 0 | 0.00 |
TOTAL:
| 0 | 0.00 | 118,800 | 0.00 |
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
| 4. | OTHER INFORMATION |
| (a) | Indemnity and other dealing arrangements |
Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:
Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none" |
None |
| (b) | Agreements, arrangements or understandings relating to options or derivatives |
Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:
If there are no such agreements, arrangements or understandings, state "none" |
None |
| (c) | Attachments |
Are any Supplemental Forms attached?
| Supplemental Form 8 (Open Positions) | NO |
| Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 3 August 2016 |
| Contact name: | Chris Kennedy |
| Telephone number: | +44(0)1223 400 400 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel athttp://www.thetakeoverpanel.org.uk/. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website athttp://www.thetakeoverpanel.org.uk/.
____________________
[1]Lawton Fitt holds 210 American Depositary Shares which correspond to 630 ordinary shares.
This information is provided by RNS
The company news service from the London Stock Exchange
END
