Quantenna Communications (QTNA) Form 4 ON Semiconductor Connectivity Solutions / Sean Sobers 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Sobers Sean

(Last) (First) (Middle)

C/O ON SEMICONDUCTOR CORPORATION

5005 E. MCDOWELL ROAD

(Street)

PHOENIX AZ 85008

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ON Semiconductor Connectivity Solutions, Inc. [ QTNA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/19/2019

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	06/19/2019		A		15,515(1)	A	$0.00	103,871	D
Common Stock	06/19/2019		D		103,871	D	(2)(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
Employee Stock Option (right to buy)	$9	06/19/2019		D			283,948	(4)	07/27/2026	Common Stock	283,948	$0.00	0	D
Employee Stock Option (right to buy)	$22.18	06/19/2019		D			50,500	(4)	02/15/2027	Common Stock	50,500	$0.00	0	D
Employee Stock Option (right to buy)	$13.06	06/19/2019		D			75,000	(4)	01/10/2028	Common Stock	75,000	$0.00	0	D

Explanation of Responses:

1. Each share is represented by a performance-based Restricted Stock Unit ("PSU"). This number reflects actual performance based on a shortened performance period ending at the effective date of the Merger.

2. Each outstanding share of the Common Stock of the Issuer was converted into the right to receive $24.50 per share in cash, as described in the Merger Agreement.

3. Certain of these securities were Restricted Stock Units ("RSUs") and PSUs that represented the Reporting Person's right to receive Common Stock shares of the Issuer. The RSUs and PSUs were cancelled and converted into the right to receive $24.50 per share in cash, as described in the Merger Agreement.

4. Each outstanding option of the Issuer was converted into the right to receive cash.

Remarks:

This Form 4 reports securities disposed pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 27, 2019, a copy of which is filed as Exhibit 2.1 to the Form 8-K filed by Quantenna Communications, Inc. (the "Issuer") with the SEC on March 27, 2019, and by which the Issuer became a wholly-owned subsidiary of ON Semiconductor Corporation (the "Merger"). Effective as of the closing of the Merger on June 19, 2019, the Issuer's name of Quantenna Communications, Inc. was changed to ON Semiconductor Connectivity Solutions, Inc.

	/s/ Tom MacMitchell, as Attorney-in-Fact	06/21/2019
	** 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.