Statement of Changes in Beneficial Ownership (4)
04 4월 2014 - 8:21AM
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
*
PAO HENRY
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2. Issuer Name
and
Ticker or Trading Symbol
SUPERTEX INC
[
SUPX
]
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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)
CEO and President
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(Last)
(First)
(Middle)
1235 BOARDEAUX DR.
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/18/2014
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(Street)
SUNNYVALE, CA 94089
(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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3/18/2014
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G
(1)
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V
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606118
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D
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$0.00
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361979
(2)
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D
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Common Stock
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3/18/2014
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G
(1)
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V
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606118
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A
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$0.00
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606118
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I
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By Pao Family 2014 Charitable Remainder Unitrust
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Common Stock
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4/1/2014
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D
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361979
(2)
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D
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$33.00
(3)
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0
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D
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Common Stock
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4/1/2014
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D
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606118
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D
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$33.00
(3)
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0
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I
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By Pao Family 2014 Charitable Remainder Unitrust
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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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$35.86
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4/1/2014
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D
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15000
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(4)
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9/3/2017
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Common Stock
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15000
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$0.00
(5)
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0
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D
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Stock Option (right to buy)
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$20.85
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4/1/2014
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D
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50000
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(4)
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11/30/2018
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Common Stock
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50000
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$12.15
(7)
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0
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D
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Stock Option (right to buy)
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$19.51
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4/1/2014
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D
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20000
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(6)
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8/30/2021
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Common Stock
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20000
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(8)
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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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On March 18, 2014, the reporting person contributed 606,118 shares of Supertex, Inc. (the "Issuer") common stock to a charitable remainder unitrust of which the reporting person is a trustee and of which the reporting person and his wife are beneficiaries. The reporting person continues to report beneficial ownership of all the Issuer common stock held by the trust but disclaims beneficial ownership except to the extent of his and his wife's pecuniary interest therein.
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(
2)
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Includes 171,737 shares of Issuer common stock held by Pao Family 1983 Trust.
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(
3)
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Disposed of pursuant to that certain Agreement and Plan of Merger dated as of February 9, 2014 (the "Merger Agreement"), by and among the Issuer, Microchip Technology Incorporated, a Delaware corporation ("Microchip"), and Orchid Acquisition Corporation, a California corporation and a wholly owned subsidiary of Microchip ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer with the Issuer surviving the merger as a wholly owned subsidiary of Microchip (the "Merger"), in exchange for $33.00 per share (the "Merger Consideration") on the effective date of the Merger.
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(
4)
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This option is fully vested.
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(
5)
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Pursuant to the Merger Agreement, this out of the money option was canceled.
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(
6)
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This option becomes exercisable at the rate of 50% of the underlying shares on the third anniversary of the grant date, with 50% vesting the following year.
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(
7)
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Pursuant to the Merger Agreement, this option was cancelled and converted in to the right to receive a cash payment equal to the number of shares of the Issuer's common stock underlying this option multiplied by the amount, if any, that $33.00 exceeded the exercise price of the this option, less any applicable withholding taxes.
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(
8)
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Pursuant to the Merger Agreement, this option was converted into an option to acquire the number of shares of Microchip common stock determined by multiplying the number of shares of Issuer common stock subject to this option by 0.697, with an exercise price per share determined by dividing the exercise price per share of this option by 0.697, and otherwise subject to substantially the same terms and conditions as applied to this option.
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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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PAO HENRY
1235 BOARDEAUX DR.
SUNNYVALE, CA 94089
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X
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CEO and President
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Signatures
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/s/ Henry C. Pao
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4/3/2014
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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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