- Initial Statement of Beneficial Ownership (3)
2012年8月9日 - 9:42AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
hours per response...
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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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1. Name and Address of Reporting Person
*
Reedy Ronald E.
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2. Date of Event Requiring Statement (MM/DD/YYYY)
8/7/2012
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3. Issuer Name
and
Ticker or Trading Symbol
PEREGRINE SEMICONDUCTOR CORP [PSMI]
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(Last)
(First)
(Middle)
C/O PEREGRINE SEMICONDUCTOR CORPORATION, 9380 CARROLL PARK DRIVE
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
___
X
___ Officer (give title below)
_____ Other (specify below)
Chief Technology Officer /
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(Street)
SAN DIEGO, CA 92121
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
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10217
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D
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Common Stock
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11580
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I
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The Reedy Family Educational Irrevocable Trust
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Common Stock
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39107
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I
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Ron and Robin Reedy Living Trust
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (Right to Buy)
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(1)
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4/2/2014
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Common Stock
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2724
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$.73
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D
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Employee Stock Option (Right to Buy)
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(2)
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4/2/2014
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Common Stock
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2724
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$.73
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D
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Employee Stock Option (Right to Buy)
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(3)
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6/9/2014
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Common Stock
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10206
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$.73
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D
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Employee Stock Option (Right to Buy)
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(4)
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6/9/2014
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Common Stock
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20708
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$.73
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D
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Employee Stock Option (Right to Buy)
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(5)
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6/9/2014
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Common Stock
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35422
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$.73
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D
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Employee Stock Option (Right to Buy)
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(6)
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5/19/2015
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Common Stock
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46321
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$.88
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D
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Employee Stock Option (Right to Buy)
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(7)
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1/31/2018
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Common Stock
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23160
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$1.76
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D
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Employee Stock Option (Right to Buy)
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(8)
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5/28/2019
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Common Stock
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40871
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$1.76
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D
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Employee Stock Option (Right to Buy)
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(9)
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5/28/2019
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Common Stock
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40871
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$1.76
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D
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Employee Stock Option (Right to Buy)
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(10)
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5/28/2019
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Common Stock
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53133
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$1.76
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D
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Employee Stock Option (Right to Buy)
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(11)
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7/22/2020
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Common Stock
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54495
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$7.12
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D
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Employee Stock Option (Right to Buy)
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(12)
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10/25/2021
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Common Stock
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13623
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$9.76
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D
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Employee Stock Option (Right to Buy)
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(13)
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1/30/2013
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Common Stock
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17983
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$.73
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D
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Employee Stock Option (Right to Buy)
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(14)
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11/21/2012
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Common Stock
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17574
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$.73
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D
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Employee Stock Option (Right to Buy)
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(15)
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11/21/2012
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Common Stock
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64850
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$.73
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D
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Series A1 Preferred Stock
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(16)
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(16)
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Common Stock
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982
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(16)
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I
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Ron and Robin Reedy Living Trust
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Series B1 Preferred Stock
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(16)
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(16)
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Common Stock
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740
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(16)
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I
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Ron and Robin Reedy Living Trust
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Explanation of Responses:
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(
1)
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Subject to continuous service, this option is immediately exercisable for all shares. Any shares acquired upon exercise are subject to a right of repurchase at the original exercise price per share. The right of repurchase lapses in seven successive equal monthly installments from April 2, 2004.
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(
2)
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Subject to continuous service, this option is immediately exercisable for all shares. Any shares acquired upon exercise are subject to a right of repurchase at the original exercise price per share. The right of repurchase lapses in seven successive equal monthly installments from April 2, 2004.
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(
3)
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Subject to continuous service, this option is immediately exercisable for all shares. Any shares acquired upon exercise are subject to a right of repurchase at the original exercise price per share. The right of repurchase lapses in 12 successive equal monthly installments from April 1, 2006.
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(
4)
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Subject to continuous service, this option is immediately exercisable for all shares. Any shares acquired upon exercise are subject to a right of repurchase at the original exercise price per share. The right of repurchase lapses in 12 successive equal monthly installments from April 1, 2007.
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(
5)
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Subject to continuous service, this option is immediately exercisable for all shares. Any shares acquired upon exercise are subject to a right of repurchase at the original exercise price per share. The right of repurchase lapses in 48 successive equal monthly installments from April 1, 2004.
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(
6)
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Subject to continuous service, this option is immediately exercisable for all shares. Any shares acquired upon exercise are subject to a right of repurchase at the original exercise price per share. The right of repurchase lapses in 24 successive equal monthly installments from April 1, 2008.
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(
7)
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Subject to continuous service, this option is immediately exercisable for all shares. Any shares acquired upon exercise are subject to a right of repurchase at the original exercise price per share. The right of repurchase lapses in successive equal daily installments over a 12-month period from April 1, 2010.
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(
8)
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Subject to continuous service, this option is immediately exercisable for all shares. Any shares acquired upon exercise are subject to a right of repurchase at the original exercise price per share. The right of repurchase lapses in successive equal daily installments over a 12-month period from March 31, 2011.
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(
9)
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Subject to continuous service, this option is immediately exercisable for all shares. Any shares acquired upon exercise are subject to a right of repurchase at the original exercise price per share. The right of repurchase lapses in successive equal daily installments over a 12-month period from March 31, 2012.
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(
10)
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Subject to continuous service, this option is immediately exercisable for all shares. Any shares acquired upon exercise are subject to a right of repurchase at the original exercise price per share. The right of repurchase lapses in successive equal daily installments from May 28, 2009 to March 31, 2012.
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(
11)
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Subject to continuous service, the option is exercisable in successive equal daily installments over a 12-month period from April 1, 2013.
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(
12)
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Subject to continuous service, the option is exercisable in 12 successive equal monthly installments from April 1, 2014.
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(
13)
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Subject to continuous service, this option is immediately exercisable for all shares. Any shares acquired upon exercise are subject to a right of repurchase at the original exercise price per share. The right of repurchase lapses with respect to 25% of the shares to this option on January 30, 2004 and in equal monthly installments over a 36-month period of the remaining shares subject to this option thereafter.
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(
14)
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Subject to continuous service, this option is immediately exercisable for all shares. Any shares acquired upon exercise are subject to a right of repurchase at the original exercise price per share. The right of repurchase lapses in 12 successive equal monthly installments from September 4, 2002.
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(
15)
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Subject to continuous service, this option is immediately exercisable for all shares. Any shares acquired upon exercise are subject to a right of repurchase at the original exercise price per share. The right of repurchase lapses with respect to 25% of the shares to this option on September 4, 2003 and in equal monthly installments over a 36-month period of the remaining shares subject to this option thereafter.
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(
16)
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Each share of the Series A1 Preferred Stock and Series B1 Preferred Stock will automatically convert into one share of common stock upon the closing of the Issuer's initial public offering, and has no expiration date.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Reedy Ronald E.
C/O PEREGRINE SEMICONDUCTOR CORPORATION
9380 CARROLL PARK DRIVE
SAN DIEGO, CA 92121
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Chief Technology Officer
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Signatures
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By: /s/ Jay Biskupski as Attorney-in-fact for Ronald E. Reedy
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8/7/2012
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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