FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CALIFORNIA MICRO DEVICES CORP [ CAMD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/27/2010 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 01/27/2010 | D | 25,000 | D | $4.7(1) | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 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: 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 | ||||||||
Stock Option (Right to Buy) | $6.83 | 01/27/2010 | D | 150,000 | (2) | 07/27/2015 | Common Stock | 150,000 | (2) | 0 | D | ||||
Stock Option (Right to Buy) | $4.37 | 01/27/2010 | D | 37,500 | (3) | 08/23/2016 | Common Stock | 37,500 | (3) | 0 | D | ||||
Stock Option (Right to Buy) | $4.37 | 01/27/2010 | D | 12,500 | (4) | 08/23/2016 | Common Stock | 12,500 | (4) | 0 | D | ||||
Stock Option (Right to Buy) | $3.7 | 01/27/2010 | D | 37,500 | (5) | 08/24/2017 | Common Stock | 37,500 | (5) | 0 | D | ||||
Stock Option (Right to Buy) | $3.7 | 01/27/2010 | D | 12,500 | (6) | 08/24/2017 | Common Stock | 12,500 | (6) | 0 | D | ||||
Stock Option (Right to Buy) | $3.12 | 01/27/2010 | D | 50,000 | (7) | 08/21/2018 | Common Stock | 50,000 | (7) | 0 | D |
Explanation of Responses: |
1. Represents shares of restricted common stock of California Micro Devices Corporation ("CAMD"), which provided for vesting ratably over 16 fiscal quarters from January 1, 2010 to March 31, 2010, subject to continued employment and company performance, that was disposed of pursuant to the Agreement and Plan of Merger, dated as of December 14, 2009 (the "Merger Agreement"), by and among ON Semiconductor Corporation ("ON"), Pac-10 Acquisition Corporation, an indirect, wholly-owned subsidiary of ON, and CAMD, in exchange for restricted cash in the amount of $117,500, or $4.70 per share. The restricted cash will vest 25% on November 25, 2010 and 6.25% on each calendar quarter thereafter. |
2. This option which vested 25% on July 27, 2006 and 6.25% each quarter thereafter, was assumed by ON pursuant to the Merger Agreement and replaced with an option to purchase ON shares. The number of ON options is equal to number of CMD options times .5922 (rounded down to the nearest share) and the ON options have an exercise price equal to the CMD option exercise price divided by .5922 (rounded up to the nearest cent). |
3. This option which vested 25% on August 23, 2007 and 6.25% each quarter thereafter, was assumed by ON pursuant to the Merger Agreement and replaced with an option to purchase ON shares. The number of ON options is equal to number of CMD options times .5922 (rounded down to the nearest share) and the ON options have an exercise price equal to the CMD option exercise price divided by .5922 (rounded up to the nearest cent). |
4. This option which vested 25% on August 23, 2007 and 6.25% each quarter thereafter, was assumed by ON pursuant to the Merger Agreement and replaced with an option to purchase ON shares. The number of ON options is equal to number of CMD options times .5922 (rounded down to the nearest share) and the ON options have an exercise price equal to the CMD option exercise price divided by .5922 (rounded up to the nearest cent). |
5. This option which vested 25% on August 24, 2008 and 6.25% each quarter thereafter, was assumed by ON pursuant to the Merger Agreement and replaced with an option to purchase ON shares. The number of ON options is equal to number of CMD options times .5922 (rounded down to the nearest share) and the ON options have an exercise price equal to the CMD option exercise price divided by .5922 (rounded up to the nearest cent). |
6. This option which vested 25% on August 24, 2008 and 6.25% each quarter thereafter, was assumed by ON pursuant to the Merger Agreement and replaced with an option to purchase ON shares. The number of ON options is equal to number of CMD options times .5922 (rounded down to the nearest share) and the ON options have an exercise price equal to the CMD option exercise price divided by .5922 (rounded up to the nearest cent). |
7. This option which vested 25% on August 21, 2009 and 6.25% each quarter thereafter, was assumed by ON pursuant to the Merger Agreement and replaced with an option to purchase ON shares. The number of ON options is equal to number of CMD options times .5922 (rounded down to the nearest share) and the ON options have an exercise price equal to the CMD option exercise price divided by .5922 (rounded up to the nearest cent). |
/s/ Stephen M. Wurzburg, Attorney-in-Fact | 01/29/2010 | |
** 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 Number. |