Statement of Changes in Beneficial Ownership (4)
02 Octobre 2013 - 12:53AM
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
*
Liou Fu-Tai
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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)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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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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20700
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D
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(1)
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0
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D
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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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$7.28
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10/1/2013
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D
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10200
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(2)
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12/9/2015
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Common Stock
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10200
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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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$11.34
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10/1/2013
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D
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5000
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(2)
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4/23/2016
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Common Stock
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5000
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$0.00
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0
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D
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Restricuted Stock Unit
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(3)
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10/1/2013
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D
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3600
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(3)
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4/14/2020
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Common Stock
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3600
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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 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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Pursuant to the terms of the Merger Agreement, each stock option that was outstanding and unexercised as of the Effective Time (as defined in the Merger Agreement) and not being substituted with a Substitute Option (as defined in the Merger Agreement), whether or not vested, was cancelled and converted into the right to receive $23.00 per share (minus the exercise price of the option) in cash, without interest, subject to any required withholding of taxes.
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(
3)
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As reported on Form 4 dated April 17, 2013, the reporting person received a grant of 3,600 Restricted Stock Units (RSUs) on April 15, 2013, to vest in full on the earlier of (i) the first anniversary of such date of grant or (ii) the day prior to the date of the first annual meeting following the date such grant was made. At the Effective time, the RSUs are fully accelerated and converted into the right to receive $23.00 per share in cash, without interest, subject to any required withholding of taxes.
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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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Liou Fu-Tai
C/O VOLTERRA SEMICONDUCTOR CORPORATION
47467 FREMONT BLVD.
FREMONT, CA 94538
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X
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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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