Cesar Cesaratto Form 4 APPLIED MICRO CIRCUITS / CESAR CESARATTO 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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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^*

CESARATTO CESAR

(Last)

(First)

(Middle)

4555 GREAT AMERICA PKWY, STE. 601

(Street)

SANTA CLARA

95054

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
APPLIED MICRO CIRCUITS CORP [ AMCC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2017

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON STOCK	01/26/2017		U		66,394	D	⁽¹⁾	15,836	D
COMMON STOCK	01/26/2017		D		6,598	D	⁽²⁾	9,238	D
COMMON STOCK	01/26/2017		D		9,238	D	⁽³⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
STOCK OPTION (right to buy)	$8.31	01/26/2017		D			6,250⁽⁴⁾	⁽⁴⁾	05/05/2018	Common Stock	6,250	⁽⁴⁾	0	D
STOCK OPTION (right to buy)	$8.31	01/26/2017		D			2,500⁽⁴⁾	⁽⁴⁾	05/05/2018	Common Stock	2,500	⁽⁴⁾	0	D
STOCK OPTION (right to buy)	$5.58	01/26/2017		D			6,250⁽⁴⁾	⁽⁴⁾	04/30/2020	Common Stock	6,250	⁽⁴⁾	0	D
STOCK OPTION (right to buy)	$5.58	01/26/2017		D			2,500⁽⁴⁾	⁽⁴⁾	04/30/2020	Common Stock	2,500	⁽⁴⁾	0	D
STOCK OPTION (right to buy)	$7.12	01/26/2017		D			6,250⁽⁴⁾	⁽⁴⁾	05/04/2017	Common Stock	6,250	⁽⁴⁾	0	D
STOCK OPTION (right to buy)	$7.12	01/26/2017		D			2,500⁽⁴⁾	⁽⁴⁾	05/04/2017	Common Stock	2,500	⁽⁴⁾	0	D
STOCK OPTION (right to buy)	$7.35	01/26/2017		D			6,250⁽⁴⁾	⁽⁴⁾	04/29/2021	Common Stock	6,250	⁽⁴⁾	0	D
STOCK OPTION (right to buy)	$7.35	01/26/2017		D			6,250⁽⁴⁾	⁽⁴⁾	04/29/2021	Common Stock	2,500	⁽⁴⁾	0	D
STOCK OPTION (right to buy)	$10.1	01/26/2017		D			6,250⁽⁵⁾	⁽⁵⁾	05/02/2019	Common Stock	6,250	⁽⁵⁾	0	D
STOCK OPTION (right to buy)	$10.1	01/26/2017		D			2,500⁽⁵⁾	⁽⁵⁾	05/02/2019	Common Stock	2,500	⁽⁵⁾	0	D
STOCK OPTION (right to buy)	$11.86	01/26/2017		D			2,500⁽⁵⁾	⁽⁵⁾	05/03/2018	Common Stock	2,500	⁽⁵⁾	0	D
STOCK OPTION (right to buy)	$11.86	01/26/2017		D			6,250⁽⁵⁾	⁽⁵⁾	05/03/2018	Common Stock	6,250	⁽⁵⁾	0	D
STOCK OPTION (right to buy)	$12.16	01/26/2017		D			12,500⁽⁵⁾	⁽⁵⁾	05/03/2017	Common Stock	12,500	⁽⁵⁾	0	D
STOCK OPTION (right to buy)	$12.16	01/26/2017		D			2,500⁽⁵⁾	⁽⁵⁾	05/03/2017	Common Stock	2,500	⁽⁵⁾	0	D

Explanation of Responses:

1. Tendered into and disposed of upon the closing of the exchange offer initiated by Montana Merger Sub I, Inc. ("Purchaser") pursuant to the Agreement and Plan of Merger and Reorganization by and among MACOM Technology Solutions Holdings, Inc. ("MACOM"), Purchaser (a wholly owned subsidiary of MACOM), MACOM Connectivity Solutions, LLC (f/k/a Montana Merger Sub II, LLC), and Issuer, dated as of November 21, 2016 (the "Merger Agreement"), whereby Purchaser offered to exchange for each outstanding share of common stock of the Issuer ("Issuer Common Stock") the following- (a) $3.25 in cash and (b) 0.1089 shares of MACOM common stock, plus cash in lieu of any fractional shares of MACOM common stock, in each case, without interest, and less any applicable withholding taxes (cumulatively, the "Transaction Consideration"). The market value of the Transaction Consideration is $8.47 per share, based on the trading price of MACOM common stock as of end of trading on January 25, 2017.

2. Disposed of pursuant to the Merger Agreement, whereby each vested restricted stock unit in Issuer Common Stock ("RSU") was cancelled in exchange for the right to receive the product of the Transaction Consideration multiplied by the number of shares subject to the vested stock unit. Pursuant to the terms of the Reporting Person's restricted stock unit agreement dated August 2, 2016, the restricted stock units subject to such agreement vested on a prorated basis, with respect to 5/12 of the total units, in connection with the Reporting Person's termination from service to Issuer in connection with a change in control of Issuer.

3. Represents unvested RSUs forfeited in connection with the Reporting Person's termination from service to Issuer.

4. Disposed of pursuant to the Merger Agreement, whereby each vested option to acquire Issuer Common Stock with an exercise price less than the Transaction Consideration was cancelled in exchange for the right to receive the product of the Transaction Consideration multiplied by the number of shares issuable upon a cashless net exercise of the option, calculated as the excess of (i) the number of shares of Issuer Common Stock subject to such option over (ii) the number of whole and partial (computed to the nearest four decimal places) shares of Issuer Common Stock with a Fair Market Value equal to the aggregate exercise price of such option.

5. Disposed of pursuant to the Merger Agreement, whereby each vested option to acquire Issuer Common Stock with an exercise price equal to or in excess of the Transaction Consideration was automatically converted into a corresponding option to acquire that number of shares of MACOM common stock equal to the number of shares of Issuer Common Stock subject to the option multiplied by 0.1751 (the "Exchange Ratio") at an exercise price equal to the exercise price of the option per share of Issuer Common Stock divided by the Exchange Ratio.

Remarks:

	/s/ Cesar Cesaratto	01/29/2017
	** 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.

Cesar Cesaratto Form 4APPLIED MICRO CIRCUITS / CESAR CESARATTO ownership change