Filing Details

Accession Number:
0001437749-13-012168
Form Type:
4
Zero Holdings:
No
Publication Time:
2013-09-20 12:50:26
Reporting Period:
2013-09-17
Filing Date:
2013-09-20
Accepted Time:
2013-09-20 12:50:26
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1386198 Memsic Inc MEMS Semiconductors & Related Devices (3674) 000000000
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1421499 M Paul Zavracky One Tech Drive
Ste 325
Andover MA 01810
President, Na & Eu Operations No Yes No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Disposition 2013-09-17 47,524 $4.23 0 No 4 S Direct
Common Stock Disposition 2013-09-17 30,000 $4.23 0 No 4 S Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 S Direct
No 4 S Direct
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock Stock Option (right to buy) Disposition 2013-09-17 30,000 $4.23 30,000 $0.30
Common Stock Stock Option (right to buy) Disposition 2013-09-17 45,000 $4.23 45,000 $0.30
Common Stock Stock Option (right to buy) Disposition 2013-09-17 12,000 $4.23 12,000 $1.75
Common Stock Stock Option (right to buy) Disposition 2013-09-17 12,000 $4.23 12,000 $3.35
Common Stock Stock Option (right to buy) Disposition 2013-09-17 100,000 $4.23 100,000 $3.41
Common Stock Stock Option (right to buy) Disposition 2013-09-17 140,000 $4.23 140,000 $2.15
Common Stock Stock Option (right to buy) Disposition 2013-09-17 12,000 $0.00 12,000 $6.40
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
0 2007-10-01 2013-10-01 No 4 S Direct
0 2009-04-28 2015-04-28 No 4 S Direct
0 2013-03-12 2019-03-12 No 4 S Direct
0 2014-05-12 2020-05-12 No 4 S Direct
0 2015-04-04 2021-04-04 No 4 S Direct
0 2016-05-20 2022-05-20 No 4 S Direct
0 2012-03-12 2018-03-12 No 4 J Direct
Footnotes
  1. Pursuant to the terms of the Agreement and Plan of Merger, dated April 22, 2013, by and among MZ Investment Holdings Limited ("Parent"), MZ Investment Holdings Merger Sub Limited and MEMSIC, Inc. (the "Merger Agreement"; capitalized terms used but not defined herein have the meanings assigned to them in the Merger Agreement), at the Effective Time, each share of common stock of the Company held by the Reporting Person was cancelled and converted automatically into the right to receive $4.225 in cash. In connection with the closing of the Merger, the Reporting Person rolled over certain of their existing equity interests in the Company into equity shares of Parent.
  2. Pursuant to the terms of the Merger Agreement, at the Effective Time, the RSUs held by the Reporting Person were converted into the right to receive an amount in cash equal to $4.225 per RSU. Pursuant to a rollover agreement entered into between Parent and the Reporting Person, certain RSUs held by the Reporting Person were converted into equity shares of Parent.
  3. Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company Options held by the reporting person were converted into the right to receive an amount in cash equal to the product of (i) the excess, if any, of $4.225 per Common Share over the exercise price per Common Share of such Company Option multiplied by (ii) the total number of Common Shares subject to such Company Options (without regard to vesting). Pursuant to a rollover agreement entered into between Parent and the Reporting Person, certain Company Options held by the Reporting Person were converted into equity shares of Parent.
  4. Pursuant to the terms of the Merger Agreement, at the Effective Time, out of money stock options were canceled.