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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SEC Form 4

FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Croteau John
(Last) (First) (Middle)
C/O MACOM TECHNOLOGY SOLUTIONS HOLDINGS
100 CHELMSFORD STREET
(Street)
LOWELL MA 01851
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MACOM Technology Solutions Holdings, Inc. [ MTSI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
11/09/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 11/09/2017 A 22,500(1) A $0 67,355 D
Common Stock 11/09/2017 A 22,127(2) A $0 89,482 D
Common Stock 11/09/2017 A 13,670(3) A $0 103,152 D
Common Stock 47,914 I By trust(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 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: 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 Option (Right to Buy) $33.66 11/09/2017 A 20,000(5) 11/09/2017(5) 05/05/2022 Common Stock 20,000(5) $0 40,000(5) D
Explanation of Responses:
1. Represents performance-based restricted stock units ("PRSUs") granted on May 5, 2015 to the Reporting Person under the Issuer's 2012 Omnibus Incentive Plan which vested on November 9, 2017. These PRSUs will settle in shares of Common Stock on May 15, 2018, provided that the Reporting Person remains in continuous service with the Issuer through the settlement date.
2. Represents PRSUs granted on November 13, 2015 to the Reporting Person under the Issuer's 2012 Omnibus Incentive Plan which vested on November 9, 2017. These PRSUs will settle in shares of Common Stock on May 15, 2018, provided that the Reporting Person remains in continuous service with the Issuer through the settlement date.
3. Represents PRSUs granted on November 9, 2016 to the Reporting Person under the Issuer's 2012 Omnibus Incentive Plan which vested on November 9, 2017. These PRSUs will settle in shares of Common Stock on May 15, 2018, provided that the Reporting Person remains in continuous service with the Issuer through the settlement date.
4. The shares are held in a trust for the benefit of the Reporting Person's spouse, of which the Reporting Person is a trustee. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest, if any, therein.
5. On May 5, 2015 the Reporting Person was granted an option to purchase 100,000 shares of Common Stock. The stock option vests upon achievement of certain performance metrics in any four consecutive fiscal quarters completed during the term of the stock option. On November 9, 2017 certain performance criteria were certified to have been met, resulting in vesting of the stock option as to an additional 20,000 shares.
Remarks:
/s/ Clay Simpson, Attorney-in-Fact 11/14/2017
** 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 Number.

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