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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 Unit | $ 1 (3) | 04/02/2007 | D | 100,000 | 12/01/2009(5) | 12/01/2009 | Common Stock | 100,000 | $ 0 | 0 | D | ||||
Restricted Stock Unit | $ 1 (3) | 04/02/2007 | D | 28,000 | 12/01/2010(6) | 12/01/2010 | Common Stock | 28,000 | $ 0 | 0 | D | ||||
Stock Options (Right to buy) | $ 13.315 | 04/02/2007 | D | 200,000 | 12/01/2006(8) | 11/30/2012 | Common Stock | 200,000 | $ 0 | 0 | D | ||||
Stock Options (Right to buy) | $ 19.64 | 04/02/2007 | D | 57,000 | 12/01/2007(9) | 11/30/2013 | Common Stock | 57,000 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Stroh Ruediger 250 HOLGER WAY SAN JOSE, CA 95134 |
EVP-GM, Storage |
Jonathan Gilbert, Attorney-in-Fact | 04/04/2007 | |
**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). |
(7) | Pursuant to the terms of a merger agreement among LSI Logic Corporation, Atlas Acquisition Corp. and Agere Systems Inc., each option to purchase Agere stock was converted into an option to purchase LSI stock. |
(8) | 1/4 of this option became exercisable on the date shown; 1/48th of this option becomes exercisable monthly thereafter. |
(6) | These restricted stock units will vest on December 1, 2010, but only if the company meets an earnings per share growth test. |
(4) | Pursuant to the terms of a merger agreement among LSI Logic Corporation, Atlas Acquisition Corp. and Agere Systems Inc., each Agere RSU award was converted into an LSI RSU award. |
(9) | 1/4 of this option becomes exercisable on the date shown; 1/48th of this option becomes exercisable monthly thereafter. |
(1) | Pursuant to the terms of a merger agreement among LSI Logic Corporation, Atlas Acquisition Corp. and Agere Systems Inc., shares of Agere common stock were converted into shares of LSI common stock having a value of $10.44 per share at the effective time of the merger. |
(3) | Each restricted stock unit represents the right to receive one share of common stock if and when the restricted stock unit vests. |
(2) | Pursuant to the terms of a merger agreement among LSI Logic Corporation, Atlas Acquisition Corp. and Agere Systems Inc., shares of Agere common stock were converted into shares of LSI common stock having a value of $10.44 per share at the effective time of the merger. The number of securities shown includes securities acquired in transactions exempt from and not required to be reported under Section 16. |
(5) | These restricted stock units vest on December 1, 2009, but only if total stockholder return for Agere exceeds the market capitalization weighted total stockholder return of a peer group. |