Statement of Changes in Beneficial Ownership (4)
August 31 2022 - 6:43PM
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
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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
*
Shull David M |
2. Issuer Name and Ticker or Trading Symbol
PLANTRONICS INC /CA/
[
POLY
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CEO - Corporate - Global.E0. |
(Last)
(First)
(Middle)
345 ENCINAL STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/29/2022 |
(Street)
SANTA CRUZ, CA 95060
(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 | 8/29/2022 | | D | | 319562 | D | $40 (1) | 0 | D | |
COMMON STOCK | 8/29/2022 | | D | | 88849 | D | $40 (2) | 0 | D | |
COMMON STOCK | 8/29/2022 | | A | | 545803 | A | $0 (3) | 0 | D | |
COMMON STOCK | 8/29/2022 | | D | | 545803 | D | $40 (4) | 0 | D | |
COMMON STOCK | 8/29/2022 | | A | | 97123 | A | $0 (5) | 194246 | D | |
COMMON STOCK | 8/29/2022 | | A | | 97122 | A | $0 (6) | 388490 | D | |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Explanation of Responses: |
(1) | Represents shares of the Issuer's common stock that were disposed of in connection with the merger of Prism Subsidiary Corp. with and into the Issuer (the "Merger") pursuant to an Agreement and Plan of Merger ("Merger Agreement"), dated as of March 25, 2022, by and among the Issuer, HP Inc. ("HP") and Prism Subsidiary Corp. At the effective time of the Merger, each share of the Issuer's common stock was cancelled and converted into the right to receive $40.00 in cash. |
(2) | Represents restricted stock units ("RSUs"). At the effective time of the Merger, each outstanding RSU (excluding RSUs granted on or after March 25, 2022, and on or prior to the effective time of the Merger ("Interim RSUs")) was cancelled and converted into a right to receive $40.00 in cash for each outstanding RSU. |
(3) | Represents the vesting of performance-based RSUs ("PSUs"). |
(4) | At the effective time of the Merger, each outstanding PSU (excluding PSUs granted on or after March 25, 2022, and on or prior to the effective time of the Merger ("Interim PSUs")) was cancelled and converted into a right to receive $40.00 in cash, as provided in the Merger Agreement. |
(5) | At the effective time of the Merger, each Interim RSU was converted into the right to acquire a number of shares of HP common stock calculated by multiplying (i) the number of shares of the Issuer's common stock that would be issuable under such Interim RSU immediately prior to the effective time of the Merger by (ii) the exchange ratio, as defined in the Merger Agreement. |
(6) | At the effective time of the Merger, each Interim PSU was cancelled and exchanged for an Interim RSU in the manner provided in the Merger Agreement, which Interim RSU was treated at the effective time of the Merger as described in footnote 5 above. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Shull David M 345 ENCINAL STREET SANTA CRUZ, CA 95060 | X |
| CEO - Corporate - Global.E0. |
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Signatures
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By: Christopher LaRoche, Attorney-in-fact For: David M. Shull | | 8/31/2022 |
**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 control number. |
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