SEC FORM 4

SEC Form 4

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^*

Lyle David

(Last)

(First)

(Middle)

3888 CALLE FORTUNADA

(Street)

SAN DIEGO

92123

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MAXWELL TECHNOLOGIES INC [ MXWL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/16/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/16/2019		U		166,441	D	⁽¹⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	05/16/2019		D			30,919	⁽²⁾	⁽³⁾	Common Stock	30,919	$0.00	0	D
Restricted Stock Units	⁽⁴⁾	05/16/2019		D			30,000	⁽⁴⁾	⁽³⁾	Common Stock	30,000	$0.00	0	D
Market Stock Units	⁽⁵⁾	05/16/2019		D			45,000	⁽⁵⁾	⁽³⁾	Common Stock	45,000	$0.00	0	D
Restricted Stock Units	⁽⁶⁾	05/16/2019		D			40,000	⁽⁶⁾	⁽³⁾	Common Stock	40,000	$0.00	0	D
Restricted Stock Units	⁽⁷⁾	05/16/2019		D			30,000	⁽⁷⁾	⁽³⁾	Common Stock	30,000	$0.00	0	D
Market Stock Units	⁽⁸⁾	05/16/2019		D			38,000	⁽⁸⁾	⁽³⁾	Common Stock	38,000	$0.00	0	D
Restricted Stock Units	⁽⁹⁾	05/16/2019		D			19,260	⁽⁹⁾	⁽³⁾	Common Stock	19,260	$0.00	0	D
Restricted Stock Units	⁽¹⁰⁾	05/16/2019		D			13,003	⁽¹⁰⁾	⁽³⁾	Common Stock	13,003	$0.00	0	D
Employee Stock Options (Right to Buy)	⁽¹¹⁾	05/16/2019		D			33,546	⁽¹¹⁾	05/11/2025	Common Stock	33,546	$0.00	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of February 3, 2019 (the "Merger Agreement"), by and among Tesla, inc. ("Tesla"), Cambria Acquisition Corp. and the Issuer, each share of common stock was tendered in exchange for 0.0193 of a share of Tesla common stock, together with cash in lieu of any fractional shares of Tesla common stock. Upon consummation of the tender offer, the Reporting Person received Transaction Consideration of 3,212 shares of Tesla common stock and $76.55 in lieu of fractional shares of Tesla common stock.

2. Each restricted stock unit (RSU) represents a right to receive one share of the Issuer's common stock. This award represents RSUs received under the short-term incentive bonus plan which are fully vested upon grant. The award was assumed by Tesla in the merger and converted into fully vested restricted stock units representing a right to receive an aggregate of 596 shares of the Common Stock of Tesla.

3. These units do not expire.

4. Each restricted stock unit (RSU) represents a right to receive one share of the Issuer's common stock. The RSU, which vests in annual installments over 4 years beginning February 20, 2019, was assumed by Tesla in the merger and converted into restricted stock units representing a contingent right to receive an aggregate of 579 shares of the Common Stock of Tesla on the same terms and conditions (including with respect to vesting and exercisability) as were applicable to the RSU prior to the consummation of the merger.

5. Each market stock unit (MSU) represents a right to receive one share of the Issuer's common stock. The MSUs vest based on performance of the Company's common stock compared to the Nasdaq Composite Index over a period of three years. Depending on the level of performance actually achieved, the number of shares that may vest under this award will vary. The amount included in the table above represents the target number of shares which vest upon a change in control, and therefore vest in connection with the Merger Agreement and are assumed by Tesla in the merger and converted into fully vested restricted stock units representing a right to receive an aggregate of 868 shares of the Common Stock of Tesla.

6. Each restricted stock unit (RSU) represents a right to receive one share of the Issuer's common stock. This award represents restricted stock units with vesting subject to the achievement of specific performance targets, which have been certified as achieved by the Company's compensation committee. The award was assumed by Tesla in the merger and converted into fully vested restricted stock units representing a right to receive an aggregate of 772 shares of the Common Stock of Tesla.

7. Each restricted stock unit (RSU) represents a right to receive one share of the Issuer's common stock. The RSU, which vests in annual installments over 4 years beginning February 20, 2018, was assumed by Tesla in the merger and converted into restricted stock units representing a contingent right to receive an aggregate of 579 shares of the Common Stock of Tesla on the same terms and conditions (including with respect to vesting and exercisability) as were applicable to the RSU prior to the consummation of the merger.

8. Each market stock unit (MSU) represents a right to receive one share of the Issuer's common stock. The MSUs vest based on performance of the Company's common stock compared to the Nasdaq Composite Index over a period of three years. Depending on the level of performance actually achieved, the number of shares that may vest under this award will vary. The amount included in the table above represents the target number of shares which vest upon a change in control, and therefore vest in connection with the Merger Agreement and are assumed by Tesla in the merger and converted into fully vested restricted stock units representing a right to receive an aggregate of 733 shares of the Common Stock of Tesla.

9. Each restricted stock unit (RSU) represents a right to receive one share of the Issuer's common stock. The RSU, which vests in annual installments over 4 years beginning January 15, 2017, was assumed by Tesla in the merger and converted into restricted stock units representing a contingent right to receive an aggregate of 371 shares of the Common Stock of Tesla on the same terms and conditions (including with respect to vesting and exercisability) as were applicable to the RSU prior to the consummation of the merger.

10. Each restricted stock unit (RSU) represents a right to receive one share of the Issuer's common stock. The RSU, which vests in annual installments over 4 years beginning May 11, 2016, was assumed by Tesla in the merger and converted into restricted stock units representing a contingent right to receive an aggregate of 250 shares of the Common Stock of Tesla on the same terms and conditions (including with respect to vesting and exercisability) as were applicable to the RSU prior to the consummation of the merger.

11. Option becomes exercisable in annual installments over 4 years beginning May 11, 2016 as long as holder remains in service to the Company. The option was assumed by Tesla in the merger and replaced with an option to purchase 647 shares of Tesla Common Stock with an exercise price of $312.44 per share.

Remarks:

	/s/ Emily Lough, by Power of Attorney	05/17/2019
	** Signature of Reporting Person	Date
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