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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 | ||||||||
| Restricted Stock Units | (3) | 10/09/2014 | D | 35,000 | (3) | (3) | Common stock | 35,000 | $ 0 (3) | 0 | D | ||||
| Stock option (right to buy) | $ 22.53 | 10/09/2014 | D | 21,124 | (4) | 04/02/2017 | Common Stock | 21,124 | $ 63.47 | 0 | D | ||||
| Stock option (right to buy) | $ 23.9 | 10/09/2014 | D | 1,667 | (5) | 12/03/2015 | Common Stock | 1,667 | $ 62.1 | 0 | D | ||||
| Stock option (right to buy) | $ 7.1 | 10/09/2014 | D | 30,000 | (6) | 07/01/2017 | Common Stock | 30,000 | $ 78.9 | 0 | D | ||||
| Stock option (right to buy) | $ 26.91 | 10/09/2014 | D | 24,000 | (7) | 12/01/2020 | Common Stock | 24,000 | $ 59.09 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Thomson Mark Edward 1000 LUCAS WAY HAMPTON, VA 23666 |
Chief Financial Officer | |||
| /s/ Mark Thomson | 10/14/2014 | |
| **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) | As of the effective time (the "Effective Time") of the transactions contemplated by the Agreement and Plan of Merger by and among the Issuer, TE Connectivity Ltd. and Wolverine-Mars Acquisition, Inc., dated as of June 18, 2014 (the "Merger Agreement"), pursuant to the terms of the Merger Agreement, each share of common stock of the Issuer, no par value ("Common Stock"), held by the Reporting Person was canceled and converted into the right to receive $86.00 in cash. |
| (2) | Includes 10 shares purchased pursuant to the Issuer's 401(k) plan and not previously reported. |
| (3) | As of the Effective Time, these restricted stock units (a) fully vested pursuant to the terms of the applicable award agreements and (b) pursuant to the terms of the Merger Agreement, were canceled and converted into the right to receive a cash payment in an amount equal to the product of (x) $86.00 multiplied by (y) the total number of shares of Common stock underlying such restricted stock units. |
| (4) | This stock option, which was fully vested on April 2, 2012, was canceled at the Effective Time pursuant to the terms of the Merger Agreement and converted into the right to receive a cash payment in an amount equal to the product of (x) the excess of $86.00 over the applicable exercise price, multiplied by (y) the total number of shares of Common Stock underlying such stock option. |
| (5) | This stock option, which was fully vested on December 3, 2010, was canceled at the Effective Time pursuant to the terms of the Merger Agreement and converted into the right to receive a cash payment in an amount equal to the product of (x) the excess of $86.00 over the applicable exercise price, multiplied by (y) the total number of shares of Common Stock underlying such stock option. |
| (6) | This stock option, which was fully vested on July 1, 2012, was canceled at the Effective Time pursuant to the terms of the Merger Agreement and converted into the right to receive a cash payment in an amount equal to the product of (x) the excess of $86.00 over the applicable exercise price, multiplied by (y) the total number of shares of Common Stock underlying such stock option. |
| (7) | This stock option, which was fully vested on December 1, 2013, was canceled at the Effective Time pursuant to the terms of the Merger Agreement and converted into the right to receive a cash payment in an amount equal to the product of (x) the excess of $86.00 over the applicable exercise price, multiplied by (y) the total number of shares of Common Stock underlying such stock option. |