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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 | ||||||||
| Performance Shares | (1) | 10/25/2018 | M(1) | 23,625 | (1) | (1) | Common Stock | 23,625 | $ 0 | 79,362 | D | ||||
| Performance Shares | (2) | 10/25/2018 | M(2) | 27,640 | (2) | (2) | Common Stock | 27,640 | $ 0 | 51,722 | D | ||||
| Restricted Stock Units (3) | (3) | 10/25/2018 | A(3) | 108,000 | (3) | (3) | Common Stock | 108,000 | $ 0 | 108,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Hsing Michael 79 GREAT OAKS BLVD SAN JOSE, CA 95119 |
X | CEO | ||
| By: Saria Tseng For: Michael Hsing | 10/29/2018 | |
| **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) | On December 31, 2015, the reporting person was granted a target number of 138,743 performance units in four tranches subject to satisfaction of share price targets over the next four years. The vesting of performance units in the second, third and fourth tranches is also subject to the satisfaction of certain operational goals, as determined by the Compensation Committee. All performance units are subject to time based vesting and require service through January 1, 2020 or an earlier change in control. Once vested, one-third of the resulting shares have no sales restrictions and are sellable on January 1, 2020, one-third of the shares have sales restrictions until January 1, 2021 and one-third of the shares have sales restrictions until January 1, 2022. On October 25, 2018, the Compensation Committee determined one of the operational goals for the second tranche of performance units had been satisfied, which resulted in 23,625 units being credited, subject to time based vesting above. |
| (2) | On December 31, 2015, the reporting person was granted a target number of 138,743 shares of performance units in four tranches subject to satisfaction of share price targets over the next four years.The vesting of performance units in the second, third and fourth tranches is also subject to the satisfaction of certain operational goals,as determined by the Compensation Committee.All performance units are subject to time based vesting and require service through January 1, 2020 or an earlier change in control. Once vested, one-third of the resulting shares have no sales restrictions and are sellable on January 1, 2020, one-third of the shares have sales restrictions until January 1, 2021 and one-third of the shares have sales restrictions until January 1, 2022. On October 25, 2018,the Compensation Committee determined one of the operational goals for the third tranche of performance units had been satisfied, which resulted in 27,640 units being credited, subject to time based vesting. |
| (3) | On October 25, 2018, the reporting person was granted a target number of 21,600 performance units and can earn up to a maximum of 108,000 performance units subject to satisfaction of share price targets ranging from $140 to $172 over the performance periods from October 25, 2018 to December 31, 2023, as determined by the Compensation Committee of the Company. All performance units are subject to time based vesting and require service through January 1, 2024 or an earlier change in control. Once vested, performance units convert into shares of common stock on a 1-for-1 basis and one-third of the resulting shares have no sales restrictions and are sellable on January 1, 2024, one-third of the shares have sales restrictions until January 1, 2025 and one-third of the shares have sales restrictions until January 1, 2026. |