Waters Gregory L Form 4 INTEGRATED DEVICE TECHNOLOGY / GREGORY L WATERS 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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X

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^*

WATERS GREGORY L

(Last) (First) (Middle)

C/O INTEGRATED DEVICE TECHNOLOGY

6024 SILVER CREEK VALLEY ROAD

(Street)

SAN JOSE CA 95138

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
INTEGRATED DEVICE TECHNOLOGY INC [ IDTI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/29/2019

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/29/2019		D(1)		791,429	D	(1)	223,855(2)	D
Common Stock	03/29/2019		D(3)		223,855	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Stock Units	(4)	03/29/2019		A		179,963		(4)	(4)	Common Stock	179,963	(4)	179,963	D
Performance Stock Units	(4)	03/29/2019		D(5)		179,963		(4)	(4)	Common Stock	179,963	(5)	0	D

Explanation of Responses:

1. Disposed of pursuant to the closing of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of September 10, 2018 by and between Renesas Electronics Corporation and Integrated Device Technology, Inc. ("Issuer"), and subsequently joined by Chapter Two Company (the "Merger"). Each share of Issuer common stock held by the reporting person was cancelled in the Merger and converted into the right to receive $49.00 in cash per share (the "Per Share Merger Consideration").

2. Includes 223,855 Restricted Stock Units ("RSUs").

3. RSUs disposed of pursuant to the Merger. Each Company RSU (or portion thereof) that is an Accelerated RSU (excluding any Director RSU) shall, without any action on the part of the holder thereof, be cancelled and converted at the Effective Time into the right to receive that number of whole vested and exercisable Parent One Yen Options equal to the calculation set forth in Section 2.4 of the Merger Agreement.

4. Represents the certification of achievement of performance metrics underlying Performance Stock Units ("PSUs") awarded on December 26, 2018.

5. PSUs disposed of pursuant to the Merger. Each Company PSU (or portion thereof) shall, without any action on the part of the holder thereof, be cancelled and converted at the Effective Time into the right to receive that number of whole Parent One Yen Options equal to the calculation set forth in Section 2.4 of the Merger Agreement.

Remarks:

Capitalized terms used in these footnotes that are not defined herein shall have the same meaning as those terms are defined in the Merger Agreement.

	Matthew Brandalise, as Attorney in Fact for Gregory L. Waters	03/29/2019
	** Signature of Reporting Person	Date
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