Cameron McAulay - 31 Mar 2025 Form 4 Insider Report for INTEVAC INC

Signature
By: Diane Garibaldi For: Cameron McAulay
Issuer symbol
N/A
Transactions as of
31 Mar 2025
Net transactions value
$0
Form type
4
Filing time
01 Apr 2025, 16:30:04 UTC
Previous filing
10 Jan 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction IVAC Common Stock Disposition pursuant to a tender of shares in a change of control transaction -3,751 -2.6% 138,000 31 Mar 2025 Direct F1, F2
transaction IVAC Common Stock Disposed to Issuer -138,000 -100% 0 31 Mar 2025 Direct F3
transaction IVAC Common Stock Award $0 +135,000 $0.000000 135,000 31 Mar 2025 Direct F4
transaction IVAC Common Stock Disposed to Issuer -135,000 -100% 0 31 Mar 2025 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Cameron McAulay is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among Seagate Technology Holdings plc, the Issuer and Irvine Acquisition Holdings, Inc., dated as of February 13, 2025, the reported securities were tendered prior to the Expiration Date (as defined in the Merger Agreement) and disposed of at the Offer Acceptance Time (as defined in the Merger Agreement) in exchange for $4.00 per share, payable in cash at closing, without interest and subject to reduction for any applicable withholding of taxes (the "Offer Consideration").
F2 Includes 1,251 shares acquired under the Issuer's Employee Stock Purchase Plan on March 24, 2025.
F3 At the Effective Time (as defined in the Merger Agreement), pursuant to the Merger Agreement, each restricted stock unit of the Issuer that vested based solely on the continued performance of services and performance metrics (each, a "Company RSU") then outstanding, whether or not vested, was cancelled in exchange for a cash payment equal to (x) the total numbers of shares subject to such Company RSU immediately prior to the Effective Time (without regard to vesting) multiplied by (y) the Offer Consideration.
F4 Immediately prior to the Effective Time, pursuant to the Merger Agreement, (A) each restricted stock unit of the Issuer that vested based solely on the continued performance of services and the achievement of performance metrics (each a "Company PRSU") granted during calendar year 2022 that was then outstanding was cancelled and the holder thereof received an amount in cash equal to the product of (x) 25% of the "Number of RSUs Subject to Award" listed in the applicable award agreement multiplied by (y) the Offer Consideration and (B) each Company PRSU granted during calendar year 2025 that was then outstanding was cancelled and the holder thereof was entitled to an amount in cash equal to the product of (x) the "Target PRSUs" listed in the applicable award agreement multiplied by (y) the Offer Consideration.