| 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 PMC SIERRA INC [ PMCS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 01/15/2016 | ||||||||||||||||||||||||||
| 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 | 01/15/2016 | D | 27,089 | 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 Options (right to buy) | $6.65 | 01/15/2016 | D | 70,200 | (2) | (2) | Common Stock | 70,200 | (2) | 0 | D | ||||
| Stock Options (right to buy) | $6.87 | 01/15/2016 | D | 41,334 | (2) | (2) | Common Stock | 41,334 | (2) | 0 | D | ||||
| Stock Options (right to buy) | $6.53 | 01/15/2016 | D | 22,959 | (2) | (2) | Common Stock | 22,959 | (2) | 0 | D | ||||
| Stock Options (right to buy) | $5.23 | 01/15/2016 | D | 96,250 | (2) | (2) | Common Stock | 96,250 | (2) | 0 | D | ||||
| Restricted Stock Units | (3) | 01/15/2016 | D | 87,320 | (3) | (3) | Common Stock | 87,320 | (3) | 0 | D | ||||
| Performance Restricted Stock Units | (4) | 01/15/2016 | A | 83,912 | (4) | (4) | Common Stock | 83,912 | (4) | 0 | D | ||||
| Performance Restricted Stock Units | (5) | 01/15/2016 | D | 95,934 | (5) | (5) | Common Stock | 95,934 | (5) | 0 | D | ||||
| Explanation of Responses: |
| 1. Disposed of pursuant to the Agreement and Plan of Merger by and among Microsemi Corporation ("Microsemi"), Lois Acquisition Corp. (a wholly-owned subsidiary of Microsemi), and Issuer, dated as of November 24, 2015 (the "Merger Agreement" and, the transaction contemplated therein, the "Merger"), whereby each share of Issuer common stock was canceled and automatically converted into $9.22 in cash, without interest, and 0.0771 shares of Microsemi common stock (together, the "Per Share Amount"), with the fractional shares being paid in cash as provided in the Merger Agreement. The market value of the Per Share Amount is $11.67 per share, based on the trading price of Microsemi common stock as of end of trading on January 14, 2016. |
| 2. Disposed of pursuant to the Merger Agreement and the Merger, whereby each Issuer stock option was cancelled and automatically converted into a combination of cash and Microsemi common stock that together equal the positive difference, if any, between the dollar value of the Per Share Amount and the exercise price applicable to the Issuer stock option, multiplied by the number of shares of Issuer common stock for which the Issuer stock option was exercisable, less any amount required to be withheld. |
| 3. This Restricted Stock Unit award (the "RSU") was assumed and converted in the Merger into that number of Microsemi restricted stock units of Microsemi common stock, rounded down to the nearest whole share ("Converted RSUs"), equal to the product of (x) the number of shares of Issuer common stock subject to such Issuer RSU and (y) the sum of (A) 0.0771 and (B) the quotient obtained by dividing (i) $9.22 by (ii) the volume weighted average trading price of Microsemi common stock on Nasdaq for the five (5) consecutive trading days ending on January 14, 2016 (the sum, the "Equity Conversion Ratio," calculated to equal 0.3734). Any Converted RSU is subject to the same terms and conditions as were applicable under such Issuer RSU. Each Converted RSU that vests after the effective time of the Merger will be settled in shares of Microsemi common stock, unless settled by a cash payment equal to the value of such shares, as provided in the Merger Agreement. |
| 4. Until the Merger, the Reporting Person's right to this Performance Restricted Stock Unit award (the "PRSU") remained subject to the satisfaction of certain performance criteria. |
| 5. This PRSU was assumed and converted in the Merger into a number of restricted stock units of Microsemi common stock, rounded down to the nearest whole share ("Converted PRSUs"), equal to the product of (x) the number of shares of Issuer common stock subject to such Issuer PRSU, assuming achievement of target-level performance with respect to each performance period, performance cycle or measurement cycle applicable to such Issuer PRSU and (y) the Equity Conversion Ratio (calculated to equal 0.3734). Each Converted PRSU that vests after the effective time of the Merger will be settled in shares of Microsemi common stock, unless settled by a cash payment equal to the value of such shares, as provided in the Merger Agreement. |
| Remarks: |
| /s/ Amr Razzak, Attorney-in-Fact | 01/20/2016 | |
| ** 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. | ||
