Paramesh Gopi Form 4 APPLIED MICRO CIRCUITS / Paramesh Gopi 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^*

Gopi Paramesh

(Last) (First) (Middle)

4555 GREAT AMERICA PKWY, STE. 601

(Street)

SANTA CLARA CA 95054

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
APPLIED MICRO CIRCUITS CORP [ AMCC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2017

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	01/26/2017		U		913,261	D	(1)	210,567	D
COMMON STOCK	01/26/2017		D		2,500	D	(2)	208,067	D
COMMON STOCK	01/26/2017		D		104,034	D	(3)	104,033	D
COMMON STOCK	01/26/2017		D		104,033	D	(4)	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
STOCK OPTION (right to buy)	$7.12	01/26/2017		D			260,000(5)	(5)	05/04/2017	Common Stock	260,000	(5)	0	D
STOCK OPTION (right to buy)	$11.86	01/26/2017		D			120,000(6)	(6)	05/03/2018	Common Stock	120,000	(6)	0	D
PERFORMANCE UNITS	(7)	01/26/2017		D			131,994(7)	(7)	(7)	Common Stock	131,994	(7)	131,993	D
PERFORMANCE UNITS	(8)	01/26/2017		D			131,993(8)	(8)	(8)	Common Stock	0	(8)	0	D

Explanation of Responses:

1. Tendered into and disposed of upon the closing of the exchange offer initiated by Montana Merger Sub I, Inc. ("Purchaser") pursuant to the Agreement and Plan of Merger and Reorganization by and among MACOM Technology Solutions Holdings, Inc. ("MACOM"), Purchaser (a wholly owned subsidiary of MACOM), Montana Merger Sub II, LLC, and Issuer, dated as of November 21, 2016 (the "Merger Agreement"), whereby Purchaser offered to exchange for each outstanding share of common stock of the Issuer ("Issuer Common Stock") the following- (a) $3.25 in cash and (b) 0.1089 shares of MACOM common stock, plus cash in lieu of any fractional shares of MACOM common stock, in each case, without interest, and less any applicable withholding taxes (cumulatively, the "Transaction Consideration"). The market value of the Transaction Consideration is $8.47 per share, based on the trading price of MACOM common stock as of end of trading on January 25, 2017.

2. Disposed of pursuant to the Merger Agreement, whereby each outstanding share of Issuer Common Stock was cancelled in exchange for the right to the Transaction Consideration. Represents shares of Issuer Common Stock purchased January 25, 2017 pursuant to the Issuer's 2012 Employee Stock Purchase Plan.

3. Disposed of pursuant to the Merger Agreement, whereby each vested restricted stock unit in Issuer Common Stock ("RSU") was cancelled in exchange for the right to receive the product of the Transaction Consideration multiplied by the number of shares subject to the vested RSU. Also, pursuant to the terms of the Issuer's Executive Severance Benefit Plan ("ESBP") and the Reporting Person's agreement thereunder, 50% of the Reporting Person's RSUs vested in connection with the change in control of Issuer effected by the Merger Agreement transactions.

4. Represents the Reporting Person's remaining unvested RSUs disposed of in exchange for the contingent right to receive the cash value thereof (calculated by reference to the Transaction Consideration value of $8.47 per share), assuming the Reporting Person's satisfaction of all terms and conditions to receive benefits under the ESBP and the Reporting Person's agreement thereunder.

5. Disposed of pursuant to the Merger Agreement, whereby each vested option to acquire Issuer Common Stock with an exercise price equal to or in excess of the Transaction Consideration was automatically converted into a corresponding option to acquire that number of shares of MACOM common stock equal to the number of shares of Issuer Common Stock subject to the option multiplied by 0.1751 (the "Exchange Ratio") at an exercise price equal to the exercise price of the option per share of Issuer Common Stock divided by the Exchange Ratio. The Exchange Ratio was calculated as the quotient of $8.40 over $47.97, the respective trading prices of Issuer Common Stock and MACOM common stock as of the end of trading on January 25, 2017.

6. Disposed of pursuant to the Merger Agreement, whereby each vested option to acquire Issuer Common Stock with an exercise price equal to or in excess of the Transaction Consideration was automatically converted into a corresponding option to acquire that number of shares of MACOM common stock equal to the number of shares of Issuer Common Stock subject to the option multiplied by the Exchange Ratio at an exercise price equal to the exercise price of the option per share of Issuer Common Stock divided by the Exchange Ratio.

7. Disposed of pursuant to the Merger Agreement and the Reporting Person's ESBP agreement, whereby 50% of the Reporting Person's performance-based restricted stock units in Issuer common stock ("MSUs"), calculated at target performance vesting levels pursuant to the ESBP, vested in connection with the change in control of Issuer effected by the Merger Agreement transactions and then were cancelled in exchange for the right to receive the product of the Transaction Consideration (calculated by reference to the previously identified value of $8.47 per share) multiplied by the number of shares subject to the vested MSUs.

8. Represents the remaining 50% of the Reporting Person's MSUs, calculated at target performance levels pursuant to the ESBP, disposed of in exchange for the contingent right to receive the cash value thereof (calculated by reference to the Transaction Consideration value of $8.47 per share), assuming the Reporting Person's satisfaction of all terms and conditions to receive benefits under the ESBP and the Reporting Person's agreement thereunder. All MSUs in excess of the target performance level were forfeited.

Remarks:

	/s/ Paramesh Gopi	01/30/2017
	** Signature of Reporting Person	Date
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