SEC Form 4: Shull David M returned $38,168,560 worth of shares to the company (954,214 units at $40.00) and was granted 740,048 shares, increasing direct ownership by 22% to 388,490 units
$POLY
Telecommunications Equipment
Utilities
| 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
PLANTRONICS INC /CA/ [ POLY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/29/2022 | ||||||||||||||||||||||||||
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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 | 08/29/2022 | D | 319,562 | D | $40(1) | 0 | D | |||
| COMMON STOCK | 08/29/2022 | D | 88,849 | D | $40(2) | 0 | D | |||
| COMMON STOCK | 08/29/2022 | A | 545,803 | A | $0(3) | 0 | D | |||
| COMMON STOCK | 08/29/2022 | D | 545,803 | D | $40(4) | 0 | D | |||
| COMMON STOCK | 08/29/2022 | A | 97,123 | A | $0(5) | 194,246 | D | |||
| COMMON STOCK | 08/29/2022 | A | 97,122 | A | $0(6) | 388,490 | D | |||
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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 | ||||||||
| Explanation of Responses: |
| 1. Represents shares of the Issuer's common stock that were disposed of in connection with the merger of Prism Subsidiary Corp. with and into the Issuer (the "Merger") pursuant to an Agreement and Plan of Merger ("Merger Agreement"), dated as of March 25, 2022, by and among the Issuer, HP Inc. ("HP") and Prism Subsidiary Corp. At the effective time of the Merger, each share of the Issuer's common stock was cancelled and converted into the right to receive $40.00 in cash. |
| 2. Represents restricted stock units ("RSUs"). At the effective time of the Merger, each outstanding RSU (excluding RSUs granted on or after March 25, 2022, and on or prior to the effective time of the Merger ("Interim RSUs")) was cancelled and converted into a right to receive $40.00 in cash for each outstanding RSU. |
| 3. Represents the vesting of performance-based RSUs ("PSUs"). |
| 4. At the effective time of the Merger, each outstanding PSU (excluding PSUs granted on or after March 25, 2022, and on or prior to the effective time of the Merger ("Interim PSUs")) was cancelled and converted into a right to receive $40.00 in cash, as provided in the Merger Agreement. |
| 5. At the effective time of the Merger, each Interim RSU was converted into the right to acquire a number of shares of HP common stock calculated by multiplying (i) the number of shares of the Issuer's common stock that would be issuable under such Interim RSU immediately prior to the effective time of the Merger by (ii) the exchange ratio, as defined in the Merger Agreement. |
| 6. At the effective time of the Merger, each Interim PSU was cancelled and exchanged for an Interim RSU in the manner provided in the Merger Agreement, which Interim RSU was treated at the effective time of the Merger as described in footnote 5 above. |
| Remarks: |
| By: Christopher LaRoche, Attorney-in-fact For: David M. Shull | 08/31/2022 | |
| ** 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. | ||