| 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 |
| |||||||||||||||
| 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 ENTROPIC COMMUNICATIONS INC [ ENTR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 04/30/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| 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 | 04/30/2015 | D | 30,294 | D | (1) | 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) | $2.71 | 04/30/2015 | D | 100,000 | (2) | 11/10/2024 | Common Stock | 100,000 | (2) | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $3.13 | 04/30/2015 | D | 10,000 | (3) | 05/14/2024 | Common Stock | 10,000 | (3) | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $3.97 | 04/30/2015 | D | 10,000 | (4) | 05/15/2022 | Common Stock | 10,000 | (4) | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $4.21 | 04/30/2015 | D | 10,000 | (5) | 05/14/2023 | Common Stock | 10,000 | (5) | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $8.3 | 04/30/2015 | D | 51,076 | (6) | 09/07/2020 | Common Stock | 51,076 | (6) | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $8.585 | 04/30/2015 | D | 10,000 | (7) | 05/19/2021 | Common Stock | 10,000 | (7) | 0 | D | ||||
| Restricted Stock Unit | (8) | 04/30/2015 | D | 15,974 | (8) | (8) | Common Stock | 15,974 | (8) | 0 | D | ||||
| Explanation of Responses: |
| 1. Disposed of pursuant to the Agreement and Plan of Merger and Reorganization dated as of February 3, 2015 (the Merger Agreement, and the transactions contemplated therein, the Merger), by and among the Issuer, MaxLinear, Inc. (MaxLinear), Excalibur Acquisition Corporation and Excalibur Subsidiary, LLC, whereby each share of Issuer common stock was canceled in exchange for a cash payment of $1.20 per share and .2200 of a share of MaxLinear Class A Common Stock, with fractional shares being paid in cash. The market value of MaxLinear Class A Common Stock received under the Merger Agreement was $8.53 per share on the effective date of the Merger. |
| 2. One half (1/2) of the shares vested three months after the Vesting Commencement Date; the balance of the shares vest in a series of three (3) successive equal monthly installments thereafter, until fully vested on May 10, 2015. The option was assumed by MaxLinear in the Merger and replaced with an option to purchase 35,822 shares of MaxLinear Class A Common Stock with an exercise price of $7.57 per share. |
| 3. 1/12th of the shares vest each month over twelve consecutive months beginning on May 14, 2014. The option was assumed by MaxLinear in the Merger and replaced with an option to purchase 3,582 shares of MaxLinear Class A Common Stock with an exercise price of $8.74 per share. |
| 4. 1/12th of the shares vested each month over twelve consecutive months beginning on 5/15/12.The option was assumed by MaxLinear in the Merger and replaced with an option to purchase 3,582 shares of MaxLinear Class A Common Stock with an exercise price of $11.09 per share. |
| 5. 1/12th of the shares vested each month over twelve consecutive months beginning on May 14, 2013.The option was assumed by MaxLinear in the Merger and replaced with an option to purchase 3,582 shares of MaxLinear Class A Common Stock with an exercise price of $11.76 per share. |
| 6. The shares vested in 48 equal monthly installments, beginning September 7, 2010. The option was assumed by MaxLinear in the Merger and replaced with an option to purchase 18,296 shares of MaxLinear Class A Common Stock with an exercise price of $23.17 per share. |
| 7. 1/12th of the shares vested each month over twelve consecutive months beginning on 5/19/11. The option was assumed by MaxLinear in the Merger and replaced with an option to purchase 3,582 shares of MaxLinear Class A Common Stock with an exercise price of $23.97 per share. |
| 8. 100% of the shares vest on May 14, 2015. The RSU represents a contingent right to receive Issuer common stock on a one-for-one basis. The RSU, which vests in equal annual installments, was assumed by MaxLinear in the Merger and converted into restricted stock units representing a contingent right to receive an aggregate of 5,722 shares of the Class A Common Stock of MaxLinear on the same terms and conditions (including with respect to vesting and exercisability) as were applicable to the RSU prior to the consummation of the Merger. |
| By: Lance W. Bridges, as attorney-in-fact For: Theodore L. Tewksbury, Ph.D. | 05/04/2015 | |
| ** 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. | ||
