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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 Units | (4) | 12/10/2014 | M | 13,333 | (5) | (5) | Common Stock | 13,333 | (6) | 0 | D | ||||
Restricted Stock Units | (4) | 12/10/2014 | M | 10,000 | (5) | (5) | Common Stock | 10,000 | (6) | 0 | D | ||||
Restricted Stock Units | (4) | 12/10/2014 | M | 50,000 | (5) | (5) | Common Stock | 50,000 | (6) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WEINSWIG MARK C/O EMCORE CORPORATION 10420 RESEARCH ROAD, SE ALBUQUERQUE, NM 87123 |
Chief Financial Officer |
/s/ Alfredo Gomez, attorney-in-fact | 12/12/2014 | |
**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) | Each restricted stock unit represented a contingent right to receive one share of Emcore common stock. Restricted stock units were payable, at the election of the Issuer, in cash, Emcore common stock, or a combination of the two. On December 10, 2014, the Issuer settled the restricted stock units in common stock. |
(2) | All sales were effected pursuant to a 10b5-1 plan previously adopted by the Reporting Person to satisfy the Reporting Person's tax liability in connection with the vesting of restricted stock units that were granted under the Company's 2012 Equity Incentive Plan, which grant was exempt from Section 16b pursuant to Rule 16b-3(d). |
(3) | Shares attributable to EMCORE Corporation 401(k) account as of September 30, 2014. |
(4) | Each restricted stock unit represents a contingent right to receive one share of Emcore common stock. Restricted stock units are payable, at the election of the Issuer, in cash, Emcore common stock, or a combination of the two. |
(5) | The Issuer entered into an asset purchase agreement with Photon Acquisition Corporation, an affiliate of private equity firm Veritas Capital ("Veritas"), dated September 17, 2014, to sell substantially all of the assets, and transfer substantially all of the liabilities, primarily related to or used in the Issuer's photovoltaics business to Photon Acquisition Corporation (the "Asset Sale"). On December 10, 2014, all outstanding restricted stock units of the Reporting Person vested upon consummation of the Asset Sale. |
(6) | The restricted stock units were awarded to the Reporting Person for no cash or other similar consideration. |