| 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 ECHELON CORP [ ELON ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 09/14/2018 | ||||||||||||||||||||||||||
| 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 | 09/14/2018 | D | 25,396(1) | D | (2) | 0 | D | |||
| Common Stock | 09/14/2018 | D | 25,396(1) | D | (2) | 0 | I | See footnote(3) | ||
| 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 | ||||||||
| Performance Shares | (4) | 09/14/2018 | D | 22,500 | (5) | 09/28/2018 | Common Stock | 22,500 | $0.00 | 0 | D | ||||
| Performance Shares | (4) | 09/14/2018 | D | 70,299 | (5) | 03/15/2019 | Common Stock | 70,299 | $0.00 | 0 | D | ||||
| Restricted Stock Units | (6) | 09/14/2018 | D | 40,000 | (7) | 09/20/2019 | Common Stock | 40,000 | $0.00 | 0 | D | ||||
| Employee Stock Option (Right to buy) | $5.22 | 09/14/2018 | D | 45,000 | (8) | 09/28/2026 | Common Stock | 45,000 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. Since the date of the Reporting Person's last ownership report, the 41,638 shares previously held by the Ronald A and Eugenia Sege TR U/T/A DTD 10/19/2010 have been divided as follows pursuant to the terms of a divorce decree dated December 17, 2017 (the "Divorce Decree"): 16,242 shares are held by the Reporting Person and 25,396 shares are held in constructive trust for Eugenia Sege. |
| 2. Disposed of pursuant to that certain Agreement and Plan of Merger between the Issuer, Adesto Technologies Corporation and Circuit Acquisition Corporation, dated as of June 28, 2018 (the "Merger Agreement"), in exchange for a cash payment of $8.50 per share without interest thereon (the "Merger Consideration"). |
| 3. These shares are held in constructive trust for Eugenia Sege pursuant to the terms of the Divorce Decree. |
| 4. Each performance share represents the right to receive one share of the Issuer's Common Stock. |
| 5. The performance shares were cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to the Merger Consideration multiplied by the number of disposed performance shares. |
| 6. Each restricted stock unit ("RSU") represents the right to receive one share of the Issuer's Common Stock. |
| 7. The RSUs were cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to the Merger Consideration multiplied by the number of disposed RSUs. |
| 8. The option was cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to (x) the difference between the Merger Consideration and the per share exercise price of the option, multiplied by (y) the number of disposed option shares. |
| Remarks: |
| /s/ Marsha Larsen, Attorney-in-Fact for Ronald A. Sege | 09/17/2018 | |
| ** 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. | ||
