Sec Form 4 Filing - Bauer Kevin S @ PERICOM SEMICONDUCTOR CORP - 2015-11-24

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, 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
Bauer Kevin S
2. Issuer Name and Ticker or Trading Symbol
PERICOM SEMICONDUCTOR CORP [ PSEM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) X __ Other (specify below)
CFO & Sr. VP of Finance/CFO & Sr. VP of Finance
(Last) (First) (Middle)
290 YERBA BUENA PLACE
3. Date of Earliest Transaction (MM/DD/YY)
11/24/2015
(Street)
FREMONT, CA94536
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 11/24/2015 D( 1 ) 22,582 D $ 17.75 14,435 D
Common Stock 11/24/2015 D( 1 ) 14,435 D $ 17.75 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $ 7.83 11/24/2015 D( 2 ) 29,688 03/31/2015 03/31/2024 Common Stock 29,688 $ 17.75 45,312 D
Non-Qualified Stock Option (right to buy) $ 7.83 11/24/2015 D( 1 ) 45,312 03/31/2015 03/31/2024 Common Stock 45,312 $ 17.75 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bauer Kevin S
290 YERBA BUENA PLACE
FREMONT, CA94536
CFO & Sr. VP of Finance CFO & Sr. VP of Finance
Signatures
Kevin S. Bauer 11/25/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Disposed of pursuant to the Agreement and Plan of Merger dated as of September 2, 2015, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of November 6, 2015 (the "Merger Agreement" and the transactions contemplated therein, the "Merger"), by and among Diodes Incorporated, PSI Merger Sub, Inc. (a wholly owned subsidiary of Diodes) and Pericom Semiconductor Corporation (?Pericom?), whereby each share of Pericom common stock was canceled in exchange for $17.75 in cash, without interest.
( 2 )Pursuant to the Merger Agreement, each option to purchase common stock was canceled and paid in cash assuming an exercise price of $17.75.

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