Statement of Changes in Beneficial Ownership (4)
01 Octubre 2013 - 6:20PM
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
*
Numann William
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2. Issuer Name
and
Ticker or Trading Symbol
VOLTERRA SEMICONDUCTOR CORP
[
VLTR
]
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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)
SVP Servers & Storage & Comm
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(Last)
(First)
(Middle)
C/O VOLTERRA SEMICONDUCTOR CORPORATION, 47467 FREMONT BLVD.
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/1/2013
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(Street)
FREMONT, CA 94538
(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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10/1/2013
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D
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1712
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D
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(1)
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0
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D
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Common Stock
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10/1/2013
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D
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23910
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D
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(1)
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0
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I
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Held in Trust
(2)
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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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Stock Option (right to buy)
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$14.76
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10/1/2013
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D
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45000
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(3)
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2/2/2015
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Common Stock
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(3)
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$0.00
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0
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D
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Stock Option (right to buy)
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$19.09
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10/1/2013
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D
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24000
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(3)
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2/3/2016
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Common Stock
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(3)
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$0.00
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0
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D
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Stock Option (right to buy)
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$19.09
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10/1/2013
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D
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26000
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(3)
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2/3/2016
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Common Stock
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(3)
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$0.00
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0
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D
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Stock Option (right to buy)
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$13.45
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10/1/2013
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D
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50000
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(3)
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2/2/2014
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Common Stock
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(3)
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$0.00
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0
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D
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Stock Option (right to buy)
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$9.18
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10/1/2013
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D
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50000
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(3)
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1/31/2015
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Common Stock
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(3)
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$0.00
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0
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D
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Stock Option (right to buy)
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$7.16
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10/1/2013
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D
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22000
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(3)
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1/29/2016
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Common Stock
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(3)
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$0.00
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0
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D
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Stock Option (right to buy)
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$20.23
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10/1/2013
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D
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22750
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(3)
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1/28/2017
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Common Stock
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(3)
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$0.00
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0
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D
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Stock Option (right to buy)
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$15.12
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10/1/2013
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D
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25000
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(3)
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1/27/2020
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Common Stock
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(3)
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$0.00
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0
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D
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Restricted Stock Unit
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(4)
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10/1/2013
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D
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20000
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(4)
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6/13/2020
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Common Stock
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(4)
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$0.00
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0
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D
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Explanation of Responses:
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(
1)
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Pursuant to the terms of the Plan of Merger Agreement by and between Maxim Integrated Products, Inc. and Volterra Semiconductor Corporation (the "Merger Agreement"), each share of Volterra common stock was validly tendered for $23.00 per share in cash, without interest, subject to any required witholding of taxes.
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(
2)
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Held by the Numann Revocable Trust, of which the reporting person is a co-trustee.
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(
3)
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Pursuant to the terms of the Merger Agreement, each stock option that was outstanding, whether vested or unvested, with an exercise price per share less than the Offer Price as of the Effective Time (as defined in the Merger Agreement) was substituted with a Substitute Option (as defined in the Merger Agreement).
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(
4)
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Pursuant to the terms of the Merger Agreement, each Restricted Stock Unit ("RSU") that was outstanding as of the Effective Time (as defined in the Merger Agreement) was substituted with a Substitute RSU (as defined in the Merger Agreement).
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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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Numann William
C/O VOLTERRA SEMICONDUCTOR CORPORATION
47467 FREMONT BLVD.
FREMONT, CA 94538
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SVP Servers & Storage & Comm
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Signatures
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/s/David Oh, by Power of Attorney
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10/1/2013
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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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