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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol SILICON IMAGE INC [ SIMG ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/10/2015 | ||||||||||||||||||||||||||
| 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 | ||||||
| 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 | ||||||||
| Non-Qualified Stock Option (right to buy) | $2.79 | 03/10/2015 | D | 960,000 | (1) | 01/14/2020 | Common Stock | 960,000 | $4.51 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $6.95 | 03/10/2015 | D | 220,000 | (1) | 01/18/2018 | Common Stock | 220,000 | $0.35 | 0 | D | ||||
| Performance Shares | $0(2) | 03/10/2015 | M | 97,500 | (3) | (3) | Common Stock | 97,500 | $0 | 180,000 | D | ||||
| Performance Shares | $0(2) | 03/10/2015 | M | 180,000 | (4) | (4) | Common Stock | 180,000 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. This option, which is fully vested and exercisable, was cancelled at the closing of the tender offer (the "Offer") by Cayabyab Merger Company, a Delaware corporation, and a wholly owned subsidiary of Lattice Semiconductor Corporation, a Delaware corporation ("Lattice"), in exchange for a cash payment from Lattice equal to the product of (a) the number of shares underlying this option and (b) the difference between the offer price of $7.30 per share and the exercise price per share of this option. |
| 2. Restricted stock units convert into common stock on a 1:1 basis. |
| 3. Represents the 50% portion of the outstanding unvested PBRSU for 195,000 shares that was granted to the Reporting Person on August 15, 2013 (the "2013 Unvested PBRSU"), which portion shall accelerate at the Offer closing based upon a determination by the compensation committee as to the deemed satisfaction of the performance metrics to which such 2013 Unvested PBRSU is subject. The remaining 97,500 shares, representing the other 50% portion of the 2013 Unvested PBRSU, will be cancelled at the Offer closing for no consideration. |
| 4. Represents the outstanding and unvested PBRSU that was granted to the Reporting Person on August 15, 2012 (the "2012 Unvested PBRSU"), which 2012 Unvested PBRSU shall accelerate at the Offer closing based upon the achievement of the performance goals to which such 2012 Unvested PBRSU is subject as of such date. |
| By: Edward Lopez, Attorney in Fact For: Camillo Martino | 03/12/2015 | |
| ** 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. | ||