Statement of Changes in Beneficial Ownership (4)
November 25 2015 - 4:57PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
SOPHIE MICHAEL J
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2. Issuer Name
and
Ticker or Trading Symbol
PERICOM SEMICONDUCTOR CORP
[
PSEM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
Outside Director
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(Last)
(First)
(Middle)
PERICOM SEMICONDUCTOR CORP., 1545 BARBER LANE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/24/2015
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(Street)
MILPITAS, CA 95035
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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11/24/2015
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D
(1)
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14900.0
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D
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$17.75
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2250
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D
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Common Stock
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11/24/2015
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D
(1)
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2250.0
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D
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$17.75
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Non-Qualified Stock Option (right to buy)
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$10.71
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11/24/2015
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D
(2)
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4500.0
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12/9/2011
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12/9/2020
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Common Stock
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4500
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$17.75
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0
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D
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Non-Qualified Stock Option (right to buy)
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$11.13
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11/24/2015
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D
(3)
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3000.0
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12/11/2010
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12/11/2019
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Common Stock
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3000
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$17.75
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0
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D
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Non-Qualified Stock Option (right to buy)
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$14.57
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11/24/2015
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D
(3)
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8000.0
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8/21/2009
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8/21/2018
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Common Stock
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8000
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$17.75
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0
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D
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Explanation of Responses:
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(
1)
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Disposed of pursuant to the Agreement and Plan of Merger dated as of September 2, 2015, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of November 6, 2015 (the "Merger Agreement" and the transactions contemplated therein, the "Merger"), by and among Diodes Incorporated, PSI Merger Sub, Inc. (a wholly owned subsidiary of Diodes) and Pericom Semiconductor Corporation (?Pericom?), whereby each share of Pericom common stock was canceled in exchange for $17.75 in cash, without interest.
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(
2)
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Pursuant to the Merger Agreement, this option to purchase common stock was assumed by Diodes in the Merger on the same terms and conditions regarding vesting and exercisability, and automatically converted into restricted stock units.
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(
3)
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Pursuant to the Merger Agreement, each option to purchase common stock was canceled and paid in cash assuming an exercise price of $17.75.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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SOPHIE MICHAEL J
PERICOM SEMICONDUCTOR CORP.
1545 BARBER LANE
MILPITAS, CA 95035
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X
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Outside Director
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Signatures
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Michael Sophie
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11/25/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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