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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy) | $ 16.38 | 12/08/2010 | D | 7,142 (2) | (2) | 07/30/2014 | Common Stock | 7,142 | (2) | 0 | D | ||||
Stock Option (Right to Buy) | $ 23.91 | 12/08/2010 | D | 5,400 (2) | (2) | 12/15/2015 | Common Stock | 5,400 | (2) | 0 | D | ||||
Stock Option (Right to Buy) | $ 14.59 | 12/08/2010 | D | 8,500 (2) | (2) | 12/18/2013 | Common Stock | 8,500 | (2) | 0 | D | ||||
Stock Option (Right to Buy) | $ 16.75 | 12/08/2010 | D | 9,000 (2) | (2) | 05/31/2014 | Common Stock | 9,000 | (2) | 0 | D | ||||
Stock Option (Right to Buy) | $ 17.76 | 12/08/2010 | D | 16,000 (2) | (2) | 12/17/2014 | Common Stock | 16,000 | (2) | 0 | D | ||||
Stock Option (Right to Buy) | $ 9.46 | 12/08/2010 | D | 5,000 (2) | (2) | 07/31/2015 | Common Stock | 5,000 | (2) | 0 | D | ||||
Stock Option (Right to Buy) | $ 4.85 | 12/08/2010 | D | 52,500 (2) | (2) | 12/15/2015 | Common Stock | 52,500 | (2) | 0 | D | ||||
Stock Option (Right to Buy) | $ 6 | 12/08/2010 | D | 15,117 (2) | (2) | 11/23/2016 | Common Stock | 15,117 | (2) | 0 | D | ||||
Stock Option (Right to Buy) | $ 6 | 12/08/2010 | D | 21,383 (2) | (2) | 11/23/2016 | Common Stock | 21,383 | (2) | 0 | D | ||||
Restricted Stock Units | (3) | 12/08/2010 | D | 71,539 (4) | (4) | (4) | Common Stock | 93,100 | $ 12.75 (4) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Hartwell Kimberly Seymour 13625 TECHNOLOGY DRIVE EDEN PRAIRIE, MN 55344 |
VP, Global GTM |
/S/ Kimberley S. Hartwell | 12/08/2010 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | In connection with the acquisition of the Company by a wholly owned subsidiary of Tyco Electronics Ltd. ("TE") on December 8, 2010 (the "Acquisition") pursuant to an agreement and plan of merger dated July 12, 2010, as amended July 24, 2010 (the "Merger Agreement"), these shares of Company common stock were canceled and automatically converted into the right to receive $12.75 per share in cash, without interest and less any applicable withholding taxes. |
(2) | In connection with the Acquisition, this option vested in accordance with the terms of its applicable option award agreement,was assumed by TE and replaced with an option to purchase a number of shares of TE common stock based on a formula set forth in the Merger Agreement. |
(3) | Settled one-for-one in shares of Company common stock. |
(4) | In connection with the Acquisition, these restricted stock units were canceled in exchange for the right to receive an amount equal to the total number of shares of common stock represented by such restricted stock units at target multiplied by $12.75 per share, less any applicable withholding taxes. |