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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 | ||||||||
| Director Stock Option (Right to Buy) (5) | $ 4.95 (6) | 05/02/2016 | M | 45,000 | 03/12/2015 | 04/01/2019 | Common Stock | 45,000 (7) | (6) | 11,511 (7) | D | ||||
| Director Stock Option (Right to Buy) (5) | $ 4.95 (6) | 05/03/2016 | M | 11,511 | 03/12/2015 | 04/01/2019 | Common Stock | 11,511 (7) | (6) | 0 | D | ||||
| Director Stock Option (Right to Buy) (8) | $ 5.05 (6) | 05/03/2016 | M | 3,489 | 03/12/2015 | 04/01/2019 | Common Stock | 3,489 (7) | (6) | 119,361 (7) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BINGHAM H RAYMOND 198 CHAMPION COURT SAN JOSE, CA 95134 |
X | |||
| Pamela Tondreau, as attorney-in-fact | 05/04/2016 | |
| **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) | The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person. |
| (2) | These shares were purchased in multiple transactions at prices ranging from $9.50 to $9.51 per share. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of shares purchased at each separate price within the range. |
| (3) | These shares were purchased in multiple transactions at prices ranging from $9.50 to $9.52 per share. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of shares purchased at each separate price within the range. |
| (4) | Shares held in a limited partnership. Trusts for the Reporting Person's children hold partnership interests in the limited partnership. The Reporting Person has authority to act on behalf of the limited partnership. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his beneficiary interest therein. |
| (5) | Received in the Merger in exchange for a stock option to purchase 23,000 shares of Spansion common stock at the exercise price of $12.14 per share. |
| (6) | The number of shares underlying this option and the exercise price thereof were adjusted to reflect the Exchange Ratio, as provided in the Agreement and Plan of Merger and Reorganization dated as of December 1, 2014 (the "Merger Agreement" and, the transactions contemplated therein, the "Merger"), by and among the Issuer, Mustang Acquisition Corporation (a wholly owned subsidiary of the Issuer) and Spansion Inc., whereby each share of Spansion common stock was canceled and automatically converted into 2.457 shares of Issuer common stock (the "Exchange Ratio"), with fractional shares being paid in cash as provided in the Merger Agreement. The market value of Issuer common stock received pursuant to the Merger Agreement is $15.68 per share, based on the trading price of Issuer common stock on March 12, 2015. This option was subject to the same terms and conditions as were applicable to the Spansion stock option from which it converted. |
| (7) | The number of shares underlying this option and the exercise price thereof were adjusted to reflect the Exchange Ratio, as provided in the Merger Agreement. This option is subject to the same terms and conditions as were applicable to the Spansion stock option from which it converted. |
| (8) | Received in the Merger in exchange for a stock option to purchase 50,000 shares of Spansion common stock at the exercise price of $12.40 per share. |