SEC Form 4: C Bhupendra Shah was granted 11,541 units of Common Stock and disposed to the issuer $23,298,425 worth of Common Stock (233,371 units at $99.83), decreasing ownership by 100% to 0 units
$ACIA
Semiconductors
Technology
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Acacia Communications, Inc. [ ACIA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/01/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 03/01/2021 | A | 11,541 | A | (1) | 114,782(2) | D | |||
| Common Stock | 03/01/2021 | D | 11,541 | D | (1) | 103,241(2) | D | |||
| Common Stock | 03/01/2021 | D | 84,006 | D | $115(3) | 19,235(2) | D | |||
| Common Stock | 03/01/2021 | D | 19,235 | D | (2) | 0 | D | |||
| Common Stock | 03/01/2021 | D | 102,891 | D | $115(3) | 0 | I | By Shah LLC | ||
| Common Stock | 03/01/2021 | D | 15,698 | D | $115(3) | 0 | I | By Bhupendra Shah 1999 Trust U/A DTD 10/06/1999 | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock option (right to buy) | $0.41 | 03/01/2021 | D | 18,546 | (4) | 03/01/2023 | Common Stock | 18,546 | (4) | 0 | D | ||||
| Explanation of Responses: |
| 1. Represents a performance-based stock unit ("PSU") award that vested with respect to 11,541 shares of common stock in accordance with its terms immediately prior to the Merger on March 1, 2021, which PSUs were granted to the reporting person on February 14, 2019 and were subject to performance conditions that have been satisfied. Pursuant to the terms of the Merger Agreement, each outstanding performance-based restricted stock unit award that has vested in accordance with is terms immediately prior to the Merger and has not yet been settled was automatically terminated and converted at the Effective Time into the right to receive the Merger Consideration for each underlying share. |
| 2. Includes restricted stock unit ("RSU") awards that were unvested with respect to 19,235 shares of common stock immediately prior to the Merger. Each RSU represents the right to receive one share of common stock upon vesting. Pursuant to the terms of the Merger Agreement, each outstanding RSU award that was unvested immediately prior to the Merger was automatically terminated and converted at the Effective Time into the right to receive the Merger Consideration for each underlying share; provided that right to receive payment of such amount remains subject to vesting under the schedule in place for such RSU immediately prior to the Effective Time, including under the terms of the Company's Amended and Restated Severance and Change in Control Benefits Plan and any scheduled retention agreement after giving effect to any applicable employment offer documents entered into with Parent. |
| 3. Pursuant to the Merger Agreement, at the Effective Time, each share of the Company's common stock automatically converted into the right to receive the Merger Consideration. |
| 4. This stock option was fully vested and exercisable prior to the Effective Time. Pursuant to the terms of the Merger Agreement, each outstanding and unexercised stock option that has vested in accordance with is terms immediately prior to the Merger was automatically terminated and converted at the Effective Time into the right to receive the excess of the Merger Consideration over the exercise price for each underlying share. |
| Remarks: |
| On March 1, 2021, pursuant to the Amended and Restated Agreement and Plan of Merger, by and among Cisco Systems, Inc. ("Parent"), Amarone Acquisition Corp. ("Merger Sub") and Acacia Communications, Inc. (the "Company"), dated January 14, 2021 (the "Merger Agreement"), Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of the Company's common stock automatically converted into the right to receive $115.00 per share in cash (the "Merger Consideration"). |
| /s/ Janene I. Asgeirsson, attorney-in-fact | 03/03/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||