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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
VICOR CORP [ VICR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/30/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 05/30/2018 | A | 9,480(1) | A | (1) | 9,790 | D | |||
Common Stock | 06/04/2018 | M | 2,558 | A | $6.29 | 12,348 | D | |||
Common Stock | 06/04/2018 | S | 2,558 | D | $45.85 | 9,790 | D | |||
Common Stock | 06/11/2018 | M | 6,356 | A | $19.86 | 16,146 | D | |||
Common Stock | 06/11/2018 | S | 4,564 | D | $48.255 | 11,582 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Non Qualified Stock Option | $19.86 | 05/30/2018 | A | 6,356 | (2) | 06/12/2018 | Common Stock | 6,356 | (3) | 6,356 | D | ||||
Non Qualified Stock Option | $11.25 | 05/30/2018 | A | 67,604 | (2) | 11/01/2020 | Common Stock | 67,604 | (3) | 67,604 | D | ||||
Non Qualified Stock Option | $12.57 | 05/30/2018 | A | 12,878 | (2) | 06/18/2022 | Common Stock | 12,878 | (3) | 12,878 | D | ||||
Non Qualified Stock Option | $17.3 | 05/30/2018 | A | 7,628 | (4) | 09/13/2023 | Common Stock | 7,628 | (3) | 7,628 | D | ||||
Non Qualified Stock Option | $8.06 | 05/30/2018 | A | 31,327 | (5) | 04/14/2024 | Common Stock | 31,327 | (3) | 31,327 | D | ||||
Non Qualified Stock Option | $12.19 | 05/30/2018 | A | 6,356 | (6) | 07/21/2024 | Common Stock | 6,356 | (3) | 6,356 | D | ||||
Non Qualified Stock Option | $8.06 | 05/30/2018 | A | 1,220 | (7) | 09/10/2024 | Common Stock | 1,220 | (3) | 1,220 | D | ||||
Non Qualified Stock Option | $6.29 | 06/04/2018 | M | 2,558 | (8) | 06/17/2023 | Common Stock | 2,558 | $0.00 | 13,137 | D | ||||
Non Qualified Stock Option | $19.86 | 06/11/2018 | M | 6,356 | (2) | 06/12/2018 | Common Stock | 6,356 | $0.00 | 0 | D | ||||
Non Qualified Stock Option | $47.15 | 06/15/2018 | A | 1,061 | (9) | 06/15/2028 | Common Stock | 1,061 | $0.00 | 1,061 | D |
Explanation of Responses: |
1. Received in exchange for shares of Picor Corporation common stock in connection with the merger of Picor Corporation into Vicor Corporation (the "Merger"). |
2. This stock option is exercisable in full. |
3. In the Merger, each outstanding stock option was amended to provide that it will be settled in shares of Vicor Corporation common stock, and to adjust the number of shares issuable pursuant to the Merger's exchange ratio. |
4. This stock option becomes exercisable in five equal installments on 5/30/18, 9/13/18, 9/13/19, 9/13/20 and 9/13/21. |
5. 25,061 stock options are exercisable at 5/30/18. The remaining 6,266 stock options become exercisable on 4/14/19. |
6. This stock option becomes exercisable in five equal installments on 7/21/18, 7/21/19, 7/21/20, 7/21/21 and 7/21/22. |
7. 732 stock options are exercisable at 5/30/18. The remaining 488 stock options vest in two equal installments on 9/10/18 and 9/10/19. |
8. Granted on 6/17/2013 under the Company's Amended and Restated 2000 Stock Option and Incentive Plan and vest over a five year period. |
9. Granted on 6/15/2018 under the Company's Amended and Restated 2000 Stock Option and Incentive Plan and vest over a five year period. |
Remarks: |
/s/Richard J. Nagel Jr. Attorney in fact for Claudio Tuozzolo | 06/19/2018 | |
** 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. |