Statement of Changes in Beneficial Ownership (4)
October 03 2018 - 3:16PM
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
*
Ronde Pascal
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2. Issuer Name
and
Ticker or Trading Symbol
Xcerra Corp
[
XCRA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Sr.VP, Global Customer Team
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(Last)
(First)
(Middle)
XCERRA CORPORATION, 825 UNIVERSITY AVENUE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/1/2018
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(Street)
NORWOOD, MA 02062
(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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10/1/2018
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D
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166000
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D
(1)
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(1)
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119250
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D
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Restricted Stock Units
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10/1/2018
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D
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119250
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D
(2)
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(2)
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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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Explanation of Responses:
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(1)
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Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 7, 2018, by and among the Issuer, Cohu, Inc. ("Cohu"), and Xavier Acquisition Corporation, in exchange for $1,494,000 in cash, 35,009 shares of Cohu, Inc. common stock having a market value of $25.20 per share on the effective date of the merger and cash in lieu of any fractional share interest.
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(2)
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Pursuant to the terms of the Merger Agreement, on October 1, 2018, each outstanding and unvested Issuer restricted stock unit was assumed by Cohu and converted into a Cohu restricted stock unit award representing that number of whole shares of Cohu common stock equal to the product of (a) the number of shares of Issuer common stock represented by such restricted stock unit immediately prior to the effective time of the merger multiplied by (b) (i) the sum of (A) the stock consideration payable in the merger plus (B) the quotient of (1) $9.00 divided by (2) the volume weighted average of the trading prices of Cohu common stock on each of the three consecutive trading days ending on the trading day that is one trading day prior to the closing date of the merger, rounded to the nearest one thousandth, with the result rounded down to the nearest whole number of shares of Cohu common stock.
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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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Ronde Pascal
XCERRA CORPORATION
825 UNIVERSITY AVENUE
NORWOOD, MA 02062
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Sr.VP, Global Customer Team
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Signatures
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/s/ Colin J. Savoy, by power of attorney
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10/3/2018
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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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