Statement of Changes in Beneficial Ownership (4)
19 January 2018 - 5:54AM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Sasson Uzi
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2. Issuer Name
and
Ticker or Trading Symbol
IXYS, LLC
[
IXYS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President; CEO; CFO
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(Last)
(First)
(Middle)
C/O IXYS CORPORATION, 1590 BUCKEYE DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/17/2018
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(Street)
MILPITAS, CA 95035
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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1/17/2018
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D
(1)
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138762
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D
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(1)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (right to buy)
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$8.64
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1/17/2018
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D
(2)
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80000
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(3)
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5/21/2020
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Common Stock
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80000
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(2)
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0
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D
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Stock Option (right to buy)
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$12.25
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1/17/2018
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D
(2)
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80000
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(3)
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9/16/2021
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Common Stock
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80000
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(2)
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0
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D
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Stock Option (right to buy)
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$9.45
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1/17/2018
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D
(2)
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80000
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(3)
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8/24/2022
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Common Stock
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80000
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(2)
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0
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D
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Stock Option (right to buy)
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$9.27
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1/17/2018
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D
(2)
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40000
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(3)
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8/30/2023
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Common Stock
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40000
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(2)
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0
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D
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Stock Option (right to buy)
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$11.83
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1/17/2018
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D
(2)
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80000
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(3)
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8/28/2024
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Common Stock
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80000
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(2)
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0
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D
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Stock Option (right to buy)
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$11.14
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1/17/2018
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D
(2)
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90000
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(3)
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8/28/2025
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Common Stock
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90000
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(2)
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0
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D
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Stock Option (right to buy)
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$11.58
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1/17/2018
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D
(2)
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130000
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(3)
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8/26/2026
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Common Stock
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130000
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(2)
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0
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D
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Explanation of Responses:
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(1)
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Disposed of pursuant to the closing of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of August 25, 2017 by and among the Issuer, Littelfuse, Inc. ("Littelfuse"), and Iron Merger Co., Inc. (as amended by Amendment No. 1, dated December 4, 2017, by and among the Issuer, Littelfuse, Iron Merger Co., Inc. and IXYS Merger Co., LLC) (the "Merger"). Each share of Issuer common stock held by the reporting person was cancelled in the Merger and converted into the right to receive, at the election of the holder and subject to proration, (i) $23.00 in cash per share, without interest and less any applicable withholding taxes or (ii) 0.1265 shares of Littelfuse common stock (such consideration, the "Stock Consideration").
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(2)
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Disposed of pursuant to the Merger. Each outstanding and unexercised option to purchase the Issuer's common stock was assumed by Littelfuse pursuant to the Merger and converted into an option (a "Littelfuse Stock Option") to acquire (i) that number of whole shares of Littelfuse common stock (rounded down to the nearest whole share) equal to the product of (x) the number of shares of Issuer common stock subject to such option immediately prior to the closing of the Merger multiplied by (y) the Stock Consideration, (ii) at an exercise price per share (rounded up to the nearest whole cent) equal to the quotient of (x) the exercise price per share of such option by (y) the Stock Consideration.
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(3)
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The option is fully vested and exercisable.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Sasson Uzi
C/O IXYS CORPORATION
1590 BUCKEYE DRIVE
MILPITAS, CA 95035
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X
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President; CEO; CFO
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Signatures
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Uzi Sasson
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1/17/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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