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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 | ||||||||
| Restricted Stock Units | (2) | 10/09/2014 | D | 4,250 | (2) | (2) | Common stock | 4,250 | $ 0 (2) | 0 | D | ||||
| Stock option (right to buy) | $ 13.53 | 10/09/2014 | D | 12,000 | (3) | 07/01/2020 | Common stock | 12,000 | $ 72.47 | 0 | D | ||||
| Stock option (right to buy) | $ 32.02 | 10/09/2014 | D | 3,000 | (4) | 07/02/2022 | Common stock | 3,000 | $ 53.98 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| KOSTELNI JEFFREY C 1000 LUCAS WAY HAMPTON, VA 23666 |
Vice President-Finance | |||
| /s/ Jeffrey C. Kostelni | 10/14/2014 | |
| **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) | As of the effective time (the "Effective Time") of the transactions contemplated by the Agreement and Plan of Merger by and among the Issuer, TE Connectivity Ltd. and Wolverine-Mars Acquisition, Inc., dated as of June 18, 2014 (the "Merger Agreement"), pursuant to the terms of the Merger Agreement, each share of common stock of the Issuer, no par value ("Common Stock"), held by the Reporting Person was canceled and converted into the right to receive $86.00 in cash. |
| (2) | As of the Effective Time, these restricted stock units (a) fully vested pursuant to the terms of the applicable award agreements and (b) pursuant to the terms of the Merger Agreement, were canceled and converted into the right to receive a cash payment in an amount equal to the product of (x) $86.00 multiplied by (y) the total number of shares of Common stock underlying such restricted stock units. |
| (3) | This stock option, which provides for vesting in five equal annual installments beginning on July 1, 2011, was canceled at the Effective Time pursuant to the terms of the Merger Agreement and converted into the right to receive a cash payment in an amount equal to the product of (x) the excess of $86.00 over the applicable exercise price, multiplied by (y) the total number of shares of Common Stock underlying such stock option. With respect to 6,000 shares of Common Stock underlying this stock option which have not vested as of the date of this report, this amount will be payable to the Reporting Person on or within 30 days after July 1, 2015, subject to (i) the Reporting Person's continued employment with the Company or any of its affiliates through the payment date and (ii) the terms of the Merger Agreement. |
| (4) | This stock option, which provides for vesting in four equal annual installments beginning on July 2, 2013, was canceled at the Effective Time pursuant to the terms of the Merger Agreement and converted into the right to receive a cash payment in an amount equal to the product of (x) the excess of $86.00 over the applicable exercise price, multiplied by (y) the total number of shares of Common Stock underlying such stock option. With respect to 2,000 shares of Common Stock underlying this stock option which have not vested as of the date of this report, 1/2 of this amount will be payable to the Reporting Person on or within 30 days after each of July 2 of 2015 and 2016, subject to (i) the Reporting Person's continued employment with the Company or any of its affiliates through the applicable payment dates and (ii) the terms of the Merger Agreement. |