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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SANQUINI RICHARD L 14087 LOMA RIO DRIVE SARATOGA, CA 95070 |
X |
Kermit Nolan, as attorney-in-fact | 01/23/2014 | |
**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) | The Reporting Person received the shares on November 7, 2013, as partial consideration for the Reporting Person's preferred stock of Validity Sensors, Inc. ("Validity"), which Synaptics Incorporated ("Synaptics") acquired pursuant to an Agreement and Plan of Reorganization (the "Merger Agreement"), dated October 9, 2013, by and among Synaptics, Itsme Acquisition Corp., Itsme Acquisition II, LLC, Validity, and Shareholder Representative Services LLC, (the "Merger"). The Merger Agreement provides that certain former stockholders of Validity will receive additional shares of Synaptics common stock, valued at $48.278 per share, based on Synaptics' sales and licensing revenues, during certain time periods, recognized as to certain products embodying Validity fingerprint sensor technology. The Reporting Person's right to receive additional shares pursuant to this earn-out right became fixed and irrevocable on November 7, 2013, the effective date of the Merger. |
(2) | The Reporting Person received the shares on November 7, 2013 as partial consideration in exchange for 880,000 shares of Series E Preferred Stock and 290,256 shares of Series D Preferred Stock of Validity in connection with the Merger. On the effective date of the Merger, the closing price of Synaptics' common stock was $44.55 per share. |
(3) | Includes 3,000 shares previously reported as being held directly. |
(4) | The shares are held by the reporting person as Trustee of the Sanquini 2002 Living Trust, dated January 22, 2002. |