Ryan L. Vardeman - 31 Mar 2025 Form 4 Insider Report for INTEVAC INC

Footnote 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").

Footnote F2

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.

Footnote F3

At the Effective Time, pursuant to the Merger Agreement, each outstanding option to purchase shares of common stock of the Issuer having an exercise price per share that was less than the Offer Consideration (each, an "In-the-Money Option") that was then outstanding and unvested as of immediately prior to the Effective Time vested in full.

Footnote F4

At the Effective Time, pursuant to the Merger Agreement, each In-the-Money Option that was then outstanding was cancelled in exchange for an amount in cash equal to the product of (x) the total number of shares subject to such In-the-Money Option immediately prior to the Effective Time multiplied by (y) the excess of the amount of the Offer Consideration over the applicable exercise price per share of such In-the-Money Option.

Footnote F5

This statement is filed by and on behalf of Ryan L. Vardeman. Palogic Value Fund, L.P., a Delaware limited partnership (Palogic Value Fund), is the record and direct beneficial owner of the securities covered by this statement. Palogic Value Management, L.P., a Delaware limited partnership (Palogic Value Management), is the general partner of, and may be deemed to beneficially own securities owned by, Palogic Value Fund. Palogic Capital Management, LLC, a Delaware limited liability company (Palogic Capital Management), is the general partner of, and may be deemed to beneficially own securities beneficially owned by, Palogic Value Management. Mr. Vardeman is the sole member of, and may be deemed to beneficially own securities beneficially owned by, Palogic Capital Management. Mr. Vardeman is also a limited partner in, and may be deemed to beneficially own securities owned by, Palogic Value Fund.

Footnote F6

The reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended or otherwise, the beneficial owner of any securities covered by this statement. The reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of the reporting person in such securities. The reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934.

Footnote F7

The reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934 or any other purpose, a member of a group with respect to the issuer or securities of the issuer.