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 IXYS, LLC [ IXYS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 01/17/2018 | ||||||||||||||||||||||||||
| 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 | ||||||
| Common Stock | 01/17/2018 | D(1) | 138,762 | 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 | ||||||||
| Stock Option (right to buy) | $8.64 | 01/17/2018 | D(2) | 80,000 | (3) | 05/21/2020 | Common Stock | 80,000 | (2) | 0 | D | ||||
| Stock Option (right to buy) | $12.25 | 01/17/2018 | D(2) | 80,000 | (3) | 09/16/2021 | Common Stock | 80,000 | (2) | 0 | D | ||||
| Stock Option (right to buy) | $9.45 | 01/17/2018 | D(2) | 80,000 | (3) | 08/24/2022 | Common Stock | 80,000 | (2) | 0 | D | ||||
| Stock Option (right to buy) | $9.27 | 01/17/2018 | D(2) | 40,000 | (3) | 08/30/2023 | Common Stock | 40,000 | (2) | 0 | D | ||||
| Stock Option (right to buy) | $11.83 | 01/17/2018 | D(2) | 80,000 | (3) | 08/28/2024 | Common Stock | 80,000 | (2) | 0 | D | ||||
| Stock Option (right to buy) | $11.14 | 01/17/2018 | D(2) | 90,000 | (3) | 08/28/2025 | Common Stock | 90,000 | (2) | 0 | D | ||||
| Stock Option (right to buy) | $11.58 | 01/17/2018 | D(2) | 130,000 | (3) | 08/26/2026 | Common Stock | 130,000 | (2) | 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 August 25, 2017 by and among the Issuer, Littelfuse, Inc. ("Littelfuse"), and Iron Merger Co., Inc. (as amended by Amendment No. 1, dated December 4, 2017, by and among the Issuer, Littelfuse, Iron Merger Co., Inc. and IXYS Merger Co., LLC) (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, at the election of the holder and subject to proration, (i) $23.00 in cash per share, without interest and less any applicable withholding taxes or (ii) 0.1265 shares of Littelfuse common stock (such consideration, the "Stock Consideration"). |
| 2. Disposed of pursuant to the Merger. Each outstanding and unexercised option to purchase the Issuer's common stock was assumed by Littelfuse pursuant to the Merger and converted into an option (a "Littelfuse Stock Option") to acquire (i) that number of whole shares of Littelfuse common stock (rounded down to the nearest whole share) equal to the product of (x) the number of shares of Issuer common stock subject to such option immediately prior to the closing of the Merger multiplied by (y) the Stock Consideration, (ii) at an exercise price per share (rounded up to the nearest whole cent) equal to the quotient of (x) the exercise price per share of such option by (y) the Stock Consideration. |
| 3. The option is fully vested and exercisable. |
| Remarks: |
| Uzi Sasson | 01/17/2018 | |
| ** 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. | ||