Statement of Changes in Beneficial Ownership (4)
17 5월 2019 - 5:58AM
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
*
Golubovich Ilya
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2. Issuer Name
and
Ticker or Trading Symbol
MAXWELL TECHNOLOGIES INC
[
MXWL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
3888 CALLE FORTUNADA
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/16/2019
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(Street)
SAN DIEGO, CA 92123
(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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5/16/2019
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M
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19785
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A
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(1)
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114725
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D
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Common Stock
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5/16/2019
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M
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1128
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A
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(1)
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115853
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D
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Common Stock
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5/16/2019
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M
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2776
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A
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(1)
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118629
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D
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Common Stock
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5/16/2019
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M
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2843
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A
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(1)
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121472
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D
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Common Stock
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5/16/2019
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U
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121472
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D
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(2)
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0
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D
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Common Stock
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5/16/2019
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U
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1947302
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D
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(3)
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0
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I
(4)
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Arbat Capital Group Limited
(4)
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Common Stock
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5/16/2019
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U
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1390204
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D
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(5)
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0
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I
(4)
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I2BF Energy Limited
(4)
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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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Restricted Stock Units
(6)
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$0.00
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5/16/2019
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M
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19785
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(7)
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(8)
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Common Stock
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19785
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$0.00
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0
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D
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Restricted Stock Units
(6)
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$0.00
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5/16/2019
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M
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1128
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(9)
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(8)
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Common Stock
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1128
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$0.00
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0
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D
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Restricted Stock Units
(6)
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$0.00
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5/16/2019
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M
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2776
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(9)
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(8)
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Common Stock
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2776
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$0.00
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0
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D
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Restricted Stock Units
(6)
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$0.00
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5/16/2019
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M
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2843
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(9)
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(8)
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Common Stock
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2843
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$0.00
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0
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D
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Stock Options (Right to Buy)
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$5.37
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5/16/2019
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D
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5000
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(10)
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5/15/2028
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Common Stock
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5000
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$0.00
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0
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D
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Stock Options (Right to Buy)
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$5.86
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5/16/2019
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D
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5000
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(11)
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7/13/2027
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Common Stock
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5000
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$0.00
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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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These units do not carry a conversion price.
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(2)
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Pursuant to the Agreement and Plan of Merger, dated as of February 3, 2019 (the "Merger Agreement"), by and among Tesla, inc. ("Tesla"), Cambria Acquisition Corp. and the Issuer, each share of common stock was tendered in exchange for 0.0193 of a share of Tesla common stock, together with cash in lieu of any fractional shares of Tesla common stock. Upon consummation of the tender offer, the Reporting Person received Transaction Consideration of 2,344 shares of Tesla common stock and $100.72 in lieu of fractional shares of Tesla common stock.
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(3)
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Pursuant to the Agreement and Plan of Merger, dated as of February 3, 2019 (the "Merger Agreement"), by and among Tesla, inc. ("Tesla"), Cambria Acquisition Corp. and the Issuer, each share of common stock was tendered in exchange for 0.0193 of a share of Tesla common stock, together with cash in lieu of any fractional shares of Tesla common stock. Upon consummation of the tender offer, Arbat Capital Group Limited received Transaction Consideration of 37,582 shares of Tesla common stock and $228.34 in lieu of fractional shares of Tesla common stock.
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(4)
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Ilya Golubovich is a director of I2BF Venture Partners Ltd., the sole shareholder of I2BF Energy, Ltd., and a director of Arbat Capital Group Limited and has voting and dispositive power with respect to these shares. Ilya Golubovich disclaims beneficial ownership except to the extent of his pecuniary interest therein.
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(5)
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Pursuant to the Agreement and Plan of Merger, dated as of February 3, 2019 (the "Merger Agreement"), by and among Tesla, inc. ("Tesla"), Cambria Acquisition Corp. and the Issuer, each share of common stock was tendered in exchange for 0.0193 of a share of Tesla common stock, together with cash in lieu of any fractional shares of Tesla common stock. Upon consummation of the tender offer, I2BF Energy Limited received Transaction Consideration of 26,830 shares of Tesla common stock and $230.46 in lieu of fractional shares of Tesla common stock.
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(6)
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Each restricted stock unit (RSU) represents a right to receive one share of the Issuer's common stock.
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(7)
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This RSU represents the holder's annual non-employee director award, which vests in full in connection with a change of control, which is
triggered by the execution of the Merger Agreement.
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(8)
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These units do not expire.
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(9)
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These RSUs are fully vested upon grant and have been awarded in lieu of cash consideration for non-employee director fees, per the reporting
person's election. Shares are being delivered to the reporting in connection with a change of control, which is triggered by the execution of the
Merger Agreement.
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(10)
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Option becomes exercisable on the earlier of: (1) May 20, 2019 or (2) the Company's 2019 annual meeting date; as long as the holder remains in
service to the Company. In connection with the consummation of the merger, the option was fully vested and cancelled, subject to a 90 day
exercise window. The option was assumed by Tesla in the merger and replaced with an option to purchase 96 shares of Tesla Common Stock
with an exercise price of $278.24 per share.
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(11)
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Option vested in full on May 20, 2018. In connection with the consummation of the merger, the option was cancelled, subject to a 90 day exercise
window. The option was assumed by Tesla in the merger and replaced with an option to purchase 96 shares of Tesla Common Stock with an
exercise price of $303.63 per share.
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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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Golubovich Ilya
3888 CALLE FORTUNADA
SAN DIEGO, CA 92123
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X
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Signatures
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/s/ Emily Lough, by Power of Attorney
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5/16/2019
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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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