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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 | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SANQUINI RICHARD L 14087 LOMA RIO DRIVE SARATOGA, CA 95070 |
X | |||
| Kermit Nolan, as attorney-in-fact | 09/03/2014 | |
| **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). |
| (1) | On August 29, 2014, the Reporting Person became entitled to receive 717 shares of common stock of Synaptics Incorporated ("Synaptics") pursuant to an "earn-out" provision in the Agreement and Plan of Reorganization (the "Merger Agreement"), dated October 9, 2013, by and among Synaptics, Itsme Acquisition Corp., Itsme Acquisition II, LLC, Validity Sensors, Inc. ("Validity"), and Shareholder Representative Services LLC (the "Merger"), pursuant to which Synaptics acquired all of the outstanding shares of common stock of Validity on November 7, 2013. The Merger Agreement provided that certain former stockholders of Validity would receive additional shares of Synaptics common stock, for no additional consideration, based on Synaptics' sales and licensing revenues during certain time periods, recognized as to certain products embodying Validity fingerprint sensor technology. |
| (2) | The Reporting Person's right to receive additional shares pursuant to this earn-out right became fixed and irrevocable on November 7, 2013, the effective date of the Merger. |
| (3) | The number of shares issuable pursuant to the earn-out right was determined on August 29, 2014, pursuant to a formula set forth in the Merger Agreement. For the purpose of determining the number of shares issuable pursuant to the earn-out right, Synaptics common stock would be valued at $48.278 per share, based on the average of the closing prices of Synaptics common stock as reported by NASDAQ for the 10 trading days ended on the date that was three trading days prior to the Closing Date (as defined in the Merger Agreement). |
| (4) | Includes 8,410 shares previously reported as being held directly. |
| (5) | The shares are held by the reporting person as Trustee of the Sanquini 2002 Living Trust, dated January 22, 2002. |