| Type | Sym | Class | Transaction | Value $ | Shares | Change % | Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | MXIM | Common Stock | -Disposed to Issuer | -61,064 | -100% | 0 | Aug 26, 2021 | Direct | F1, F2, F3 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | MXIM | Performance Shares | -Disposed to Issuer | $0 | -14,120 | -100% | $0.00 | 0 | Aug 26, 2021 | Common Stock | $0.00 | Direct | F4, F5 | |
| transaction | MXIM | Performance Shares | -Disposed to Issuer | $0 | -22,968 | -100% | $0.00 | 0 | Aug 26, 2021 | Common Stock | $0.00 | Direct | F6, F7 |
Vivek Jain is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Reflects disposition in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of July 12, 2020 (the "Merger Agreement"), among the Issuer, Analog Devices, Inc. ("ADI") and Magneto Corp. ("Merger Sub"), pursuant to which (i) Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of ADI , and (ii) at the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.001 per share, of the Issuer (the "Common Stock") outstanding immediately prior to the Effective Time was disposed of in exchange for 0.6300 (the "Exchange Ratio") of a share of common stock, par value $0.16 2/3 per share, |
| F2 | (Continued from Footnote 1) of ADI (having a market value at the Effective Time of $103.32 per share of Common Stock based on the closing price per share of ADI common stock on the last trading day prior to the Merger of $164.00 per share), together with cash in lieu of any fractional shares of ADI common stock. |
| F3 | Includes (i) 9,119 Restricted Shares that, pursuant to the Merger Agreement, were disposed of in exchange for a number of restricted shares of ADI common stock based on the Exchange Ratio on the same vesting and other terms and conditions as the Restricted Shares and (ii) 14,536 Restricted Stock Units that, pursuant to the Merger Agreement, were disposed of in exchange for restricted stock unit awards with respect to a number of shares of ADI common stock based on the Exchange Ratio on the same vesting and other terms and conditions. |
| F4 | Represents performance share units of the Issuer that were previously reported in connection with a performance share award granted on September 3, 2019 and would have vested on August 15, 2023. |
| F5 | In accordance with the terms of the Merger Agreement and the award agreement, (i) 7,610 shares underlying such performance share award automatically vested immediately prior to the Effective Time, with the number of shares of Common Stock ultimately acquired upon such vesting event being net of a number shares of Common Stock withheld for tax withholding pursuant to the award agreement and which Common Stock was disposed of at the Effective Time for a number of shares of ADI common stock based on the Exchange Ratio and (ii) the balance of such performance share award was disposed of in exchange for a time-based restricted stock unit award with respect to a number of shares of ADI common stock determined by multiplying the number of shares of Common Stock subject to such performance share award (after giving effect to the applicable provisions, if any, of the award agreement governing the treatment of such award upon the consummation of a "change in control"), by the Exchange Ratio. |
| F6 | Represents performance share units of the Issuer that were previously reported in connection with a performance share award granted on September 4, 2018 and would have vested on August 15, 2022. |
| F7 | In accordance with the terms of the Merger Agreement and the award agreement, (i) 18,122 shares underlying such performance share award automatically vested immediately prior to the Effective Time, with the number of shares of Common Stock ultimately acquired upon such vesting event being net of a number shares of Common Stock withheld for tax withholding pursuant to the award agreement and which Common Stock was disposed of at the Effective Time for a number of shares of ADI common stock based on the Exchange Ratio and (ii) the balance of such performance share award was disposed of in exchange for a time-based restricted stock unit award with respect to a number of shares of ADI common stock determined by multiplying the number of shares of Common Stock subject to such performance share award (after giving effect to the applicable provisions, if any, of the award agreement governing the treatment of such award upon the consummation of a "change in control"), by the Exchange Ratio. |