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 APPLIED MICRO CIRCUITS CORP [ AMCC ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 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)
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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 | 01/26/2017 | U | 112,764 | D | (1) | 36,870 | D | |||
| COMMON STOCK | 01/26/2017 | D | 11,856 | D | (2)(3) | 25,014 | D | |||
| COMMON STOCK | 01/26/2017 | D | 25,014 | D | (4) | 0 | D | |||
| COMMON STOCK | 01/26/2017 | U | 7,913,000 | D | (1) | 0 | I | See Footnote(5) | ||
| 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 | ||||||||
| 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), MACOM Connectivity Solutions, LLC (f/k/a 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 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 stock unit. Pursuant to the terms of the Reporting Person's restricted stock unit agreement dated August 2, 2016, the restricted stock units subject to such agreement vested on a prorated basis, with respect to 5/12 of the total units, in connection with the Reporting Person's termination from service to Issuer in connection with a change in control of Issuer. |
| 3. (Continued from Footnote 2) Pursuant to the terms of the Reporting Person's restricted stock unit agreement dated August 5, 2015, the restricted stock units subject to such agreement vested on a prorated basis in connection with the Reporting Person's termination from service to Issuer in connection with a change in control of Issuer with respect to that number of shares equal to 2,629.25 multiplied by the number of quarters since May 20, 2015 (the date Mr. Zepf's service as a director commenced), rounded down to the nearest full quarter, minus 10,517 (the number of shares already vested). |
| 4. Represents unvested RSUs forfeited in connection with the Reporting Person's termination from service to Issuer. |
| 5. The reported securities are directly owned by either Kingdom Ridge Capital Master Fund, Ltd., a corporation managed by Kingdom Ridge Capital, LLC or another private fund managed by Kingdom Ridge Capital, LLC. The reported securities may be deemed indirectly beneficially owned by Christopher Zepf as Managing Principal of Kingdom Ridge Capital, LLC. Christopher Zepf disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Zepf is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| /s/ Christopher Zepf | 01/30/2017 | |
| ** 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. | ||