| 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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| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol LEAPFROG ENTERPRISES INC [ LF ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 04/04/2016 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Class A Common Stock | 04/04/2016 | U | 12,326 | D | $1 | 0 | D | |||
| Class A Common Stock | 04/04/2016 | M | 20,000(1) | A | (2) | 20,000 | D | |||
| Class A Common Stock | 04/04/2016 | U | 20,000(3) | D | $1 | 0 | D | |||
| Class A Common Stock | 04/04/2016 | M | 3,681(1) | A | (2) | 3,681 | D | |||
| Class A Common Stock | 04/04/2016 | U | 3,681(3) | D | $1 | 0 | D | |||
| Class A Common Stock | 04/04/2016 | M | 4,921(1) | A | (2) | 4,921 | D | |||
| Class A Common Stock | 04/04/2016 | U | 4,921(3) | D | $1 | 0 | D | |||
| Class A Common Stock | 04/04/2016 | M | 7,086(1) | A | (2) | 7,086 | D | |||
| Class A Common Stock | 04/04/2016 | U | 7,086(3) | D | $1 | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Restricted Stock Unit (right to acquire) | (2) | 04/04/2016 | M | 20,000 | 04/15/2007(4) | (5) | Class A Common Stock | 20,000 | $0 | 0 | D | ||||
| Restricted Stock Unit (right to acquire) | (2) | 04/04/2016 | M | 3,681 | (6) | 06/30/2014 | Class A Common Stock | 3,681 | $0 | 0 | D | ||||
| Restricted Stock Unit (right to acquire) | (2) | 04/04/2016 | M | 4,921 | (7) | 07/31/2015 | Class A Common Stock | 4,921 | $0 | 0 | D | ||||
| Restricted Stock Unit (right to acquire) | (2) | 04/04/2016 | M | 7,086 | 07/31/2016(8) | 07/31/2016 | Class A Common Stock | 7,086 | $0 | 0 | D | ||||
| Non- qualified Stock Option (right to buy) | $0.92 | 04/04/2016 | U | 12,918 | (9) | 08/31/2025 | Class A Common Stock | 12,918 | (10) | 0 | D | ||||
| Explanation of Responses: |
| 1. All Restricted Stock Units vested in accordance with Agreement and Plan of Merger among LeapFrog Enterprises, Inc., VTech Acquisition Sub, L.L.C. and VTech Holdings Limited dated February 5, 2016 (the "Merger Agreement"). |
| 2. Restricted Stock Units convert in Class A Common Stock on a one-for-one basis. |
| 3. All vested Restricted Stock Units converted into right to receive $1.00 per underlying share pursuant to Merger Agreement. |
| 4. Granted 3/15/2007 under Issuer's 2002 Equity Incentive Plan. Restricted Stock Units vested equally in 36 monthly installments commencing from 2/28/07. Shares will be issued within three months following a triggering issuance event, either (1) the termination of the director's term on the board of directors or (2) resignation of the director from the board of directors. |
| 5. Expiration is three months from the triggering issuance event. |
| 6. Annual grant under the Issuer's 2011 Equity and Incentive Plan, as amended. The awards vested on the last day of the month prior to the month of Issuer's 2014 annual meeting of stockholders, and underlying shares issued on occurrence of a triggering issuance event. |
| 7. Annual grant under the Issuer's 2011 Equity and Incentive Plan, as amended. The awards vested on the last day of the month prior to the month of Issuer's 2015 annual meeting of stockholders, and underlying shares issued on occurrence of a triggering issuance event. |
| 8. Annual grant under the Issuer's 2011 Equity and Incentive Plan, as amended. The awards vest on the last day of the month prior to the month of Issuer's 2016 annual meeting of stockholders, exercisability accelerated under terms of grant upon occurrence of a triggering issuance event. |
| 9. The options are exercisable last day of the month prior to the month of Issuer's 2016 annual meeting of stockholders, exercisability accelerated under terms of grant upon occurrence of a triggering issuance event. |
| 10. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment $1,033.44, which is the product of (x) the total number of the shares subject to the option and (y) the excess of $1.00 per share over the exercise price of the option. |
| /s/ Robert L. Lattuga, Attorney-in-Fact on behalf of Caden Wang | 04/06/2016 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
