Statement of Changes in Beneficial Ownership (4)
03 Maggio 2016 - 12:51AM
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).
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
1. Name and Address of Reporting Person
*
Werth Dennis L
|
2. Issuer Name
and
Ticker or Trading Symbol
NEWPORT CORP
[
NEWP
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
Former SVP/GM, Photonics Group
|
(Last)
(First)
(Middle)
1791 DEERE AVENUE
|
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/29/2016
|
(Street)
IRVINE, CA 92606
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security
(Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. 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
|
4/29/2016
|
|
D
|
|
58638
|
D
|
$23.00
(1)
|
0
|
D
|
|
Common Stock
|
4/29/2016
|
|
D
|
|
4810
(2)
|
D
|
(2)
|
0
|
D
|
|
Common Stock
|
4/29/2016
|
|
D
|
|
8000
(3)
|
D
|
(3)
|
0
|
D
|
|
Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security
(Instr. 3)
|
2. Conversion or Exercise Price of Derivative Security
|
3. Trans. Date
|
3A. Deemed Execution Date, if any
|
4. Trans. 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
|
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 of Derivative Security: 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 Appreciation Right
|
$12.47
|
4/29/2016
|
|
D
|
|
|
9510
|
(4)
|
3/31/2017
|
Common Stock
|
9510
|
(4)
|
0
|
D
|
|
Stock Appreciation Right
|
$17.06
|
4/29/2016
|
|
D
|
|
|
6840
|
(5)
|
5/17/2018
|
Common Stock
|
6840
|
(5)
|
0
|
D
|
|
Stock Appreciation Right
|
$17.12
|
4/29/2016
|
|
D
|
|
|
9630
|
(6)
|
4/12/2019
|
Common Stock
|
9630
|
(6)
|
0
|
D
|
|
Stock Appreciation Right
|
$13.74
|
4/29/2016
|
|
D
|
|
|
16800
|
(7)
|
5/20/2020
|
Common Stock
|
16800
|
(7)
|
0
|
D
|
|
Stock Appreciation Right
|
$18.29
|
4/29/2016
|
|
D
|
|
|
14430
|
(8)
|
5/19/2021
|
Common Stock
|
14430
|
(8)
|
0
|
D
|
|
Stock Appreciation Right
|
$19.11
|
4/29/2016
|
|
D
|
|
|
12000
|
(9)
|
5/19/2022
|
Common Stock
|
12000
|
(9)
|
0
|
D
|
|
Explanation of Responses:
|
(
1)
|
On April 29, 2016, pursuant to the Agreement and Plan of Merger between the issuer, MKS Instruments, Inc. ("MKS") and MKS' wholly owned subsidiary, PSI Equipment, Inc. ("Merger Sub"), dated February 22, 2016 (the "Merger Agreement"), Merger Sub merged with and into the issuer (the "Merger"), with the issuer surviving the Merger as a wholly owned subsidiary of MKS. Pursuant to the Merger Agreement, at the effective time of the Merger, the shares were automatically converted into a right to receive $23.00 per share in cash.
|
(
2)
|
Restricted stock units representing the right to receive a total of 4,810 shares of the issuer's common stock, which vest on March 31, 2017, were assumed by MKS in connection with the Merger and were converted into restricted stock units representing the right to receive a total of 2,952 shares of MKS' common stock.
|
(
3)
|
Restricted stock units representing the right to receive a total of 8,000 shares of the issuer's common stock, which vest in two equal installments on March 31, 2017 and March 31, 2018, were assumed by MKS in connection with the Merger and were converted into restricted stock units representing the right to receive a total of 4,911 shares of MKS' common stock.
|
(
4)
|
Stock appreciation right, which became fully vested on March 31, 2013, was assumed by MKS in connection with the Merger and was converted into a stock appreciation right with respect to a total of 5,838 shares of MKS' common stock having a base value of $20.32 per share.
|
(
5)
|
Stock appreciation right, which became fully vested on March 31, 2014, was assumed by MKS in connection with the Merger and was converted into a stock appreciation right with respect to a total of 4,199 shares of MKS' common stock having a base value of $27.79 per share.
|
(
6)
|
Stock appreciation right, which became fully vested on March 31, 2015, was assumed by MKS in connection with the Merger and was converted into a stock appreciation right with respect to a total of 5,911 shares of MKS' common stock having a base value of $27.89 per share.
|
(
7)
|
Stock appreciation right, which became fully vested on March 31, 2016, was assumed by MKS in connection with the Merger and was converted into a stock appreciation right with respect to a total of 10,313 shares of MKS' common stock having a base value of $22.39 per share.
|
(
8)
|
Stock appreciation right, which vests in equal 1/3rd installments on March 31, 2015, 2016 and 2017, was assumed by MKS in connection with the Merger and was converted into a stock appreciation right with respect to a total of 8,858 shares of MKS' common stock having a base value of $29.80 per share.
|
(
9)
|
Stock appreciation right, which vests in equal 1/3rd installments on March 31, 2016, 2017 and 2018, was assumed by MKS in connection with the Merger and was converted into a stock appreciation right with respect to a total of 7,366 shares of MKS' common stock having a base value of $31.13 per share.
|
Reporting Owners
|
Reporting Owner Name / Address
|
Relationships
|
Director
|
10% Owner
|
Officer
|
Other
|
Werth Dennis L
1791 DEERE AVENUE
IRVINE, CA 92606
|
|
|
|
Former SVP/GM, Photonics Group
|
Signatures
|
/s/ Jeffrey B. Coyne, as attorney-in-fact for reporting person
|
|
5/2/2016
|
**
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 control number.
|
Grafico Azioni Newport Corp. (NASDAQ:NEWP)
Storico
Da Apr 2024 a Mag 2024
Grafico Azioni Newport Corp. (NASDAQ:NEWP)
Storico
Da Mag 2023 a Mag 2024
Notizie in Tempo Reale relative a Newport Corp. (NASDAQ): 0 articoli recenti
Più Newport Corp Articoli Notizie