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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 | ||||||||
Non Qualified Stock Option | $ 14.07 | 06/17/2013 | D | 10,000 | (1) | 11/01/2016 | Common Stock | 10,000 | (3) | 50,000 | D | ||||
Non Qualified Stock Option | $ 13.73 | 06/17/2013 | D | 50,000 | (2) | 08/27/2020 | Common Stock | 50,000 | (3) | 0 | D | ||||
Non Qualified Stock Option | $ 6.29 | 06/17/2013 | A | 10,000 | (4) | 06/17/2023 | Common Stock | 10,000 | (3) | 10,000 | D | ||||
Non Qualified Stock Option | $ 6.29 | 06/17/2013 | A | 10,000 | (5) | 06/17/2023 | Common Stock | 10,000 | (3) | 20,000 | D | ||||
Non Qualified Stock Option | $ 7.34 | 06/17/2013 | A | 10,000 | (5) | 06/17/2023 | Common Stock | 10,000 | (3) | 30,000 | D | ||||
Non Qualified Stock Option | $ 8.38 | 06/17/2013 | A | 10,000 | (5) | 06/17/2023 | Common Stock | 10,000 | (3) | 40,000 | D | ||||
Non Qualified Stock Option | $ 9.43 | 06/17/2013 | A | 10,000 | (5) | 06/17/2023 | Common Stock | 10,000 | (3) | 50,000 | D | ||||
Non Qualified Stock Option | $ 10.48 | 06/17/2013 | A | 10,000 | (5) | 06/17/2023 | Common Stock | 10,000 | (3) | 60,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ZENGILOWSKI RICHARD E C/O VICOR CORP 25 FRONTAGE ROAD ANDOVER, MA 01810 |
VP-Human Resources |
/s/ Kemble D. Morrison, Attorney in fact for Richard E. Zengilowski | 06/19/2013 | |
**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) | Granted 11/1/2006 under the Company's Amended and Restated 2000 Stock Option and Incentive Plan and vest over a five year period. |
(2) | Granted 8/27/2010 under the Company's Amended and Restated 2000 Stock Option and Incentive Plan and vest when certain defined performance milestones for the Company's Brick Business Unit are achieved. |
(3) | On 6/17/2013, the issuer canceled, pursuant to the issuer's option exchange offer, options granted to the reporting person. In exchange the reporting person received replacement options, having exercise prices ranging from $6.29 to $10.48 per share. |
(4) | The replacement options vest over a five year period in equal installments. |
(5) | The replacement options for the Brick Business Unit performance options are broken into 5 price increments pursuant to the offer to exchange. The 1st 5th vests on 1st anniversary date, the 2nd 5th on the 2nd anniversary date, the 3rd 5th on the 3rd anniversary date, the 4th 5th on the fourth anniversary date, and the last 5th on the 5th anniversary date from the new options issue. |