Sec Form 4 Filing - HUI ALEX CHI MING @ 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
HUI ALEX CHI MING
2. Issuer Name and Ticker or Trading Symbol
PERICOM SEMICONDUCTOR CORP [ PSEM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) X __ Other (specify below)
President & CEO/President & CEO
(Last) (First) (Middle)
PERICOM SEMICONDUCTOR CORP., 1545 BARBER LANE
3. Date of Earliest Transaction (MM/DD/YY)
11/24/2015
(Street)
MILPITAS, CA95035
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 ) 593,256 D $ 17.75 174,393 D
Common Stock 11/24/2015 D( 1 ) 174,393 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) $ 7.65 11/24/2015 D( 2 ) 14,208 10/20/2013 09/20/2023 Common Stock 14,208 $ 17.75 10,979 D
Non-Qualified Stock Option (right to buy) $ 7.65 11/24/2015 D( 2 ) 10,979 10/20/2013 09/20/2023 Common Stock 10,979 $ 17.75 0 D
Non-Qualified Stock Option (right to buy) $ 7.81 11/24/2015 D( 2 ) 906 01/12/2012 12/12/2021 Common Stock 906 $ 17.75 14,500 D
Non-Qualified Stock Option (right to buy) $ 7.81 11/24/2015 D( 3 ) 14,500 01/12/2012 12/12/2021 Common Stock 14,500 $ 17.75 0 D
Non-Qualified Stock Option (right to buy) $ 8.4 11/24/2015 D( 3 ) 50,000 07/31/2010 07/31/2016 Common Stock 50,000 $ 17.75 0 D
Non-Qualified Stock Option (right to buy) $ 8.55 11/24/2015 D( 3 ) 43,400 10/13/2010 09/13/2020 Common Stock 43,400 $ 17.75 0 D
Non-Qualified Stock Option (right to buy) $ 8.85 11/24/2015 D( 2 ) 9,029 11/02/2012 10/02/2022 Common Stock 9,029 $ 17.75 30,371 D
Non-Qualified Stock Option (right to buy) $ 8.85 11/24/2015 D( 3 ) 30,371 11/02/2012 10/02/2022 Common Stock 30,371 $ 17.75 0 D
Non-Qualified Stock Option (right to buy) $ 9.18 11/24/2015 D( 3 ) 7,610 11/24/2015 10/10/2024 Common Stock 7,610 $ 17.75 20,490 D
Non-Qualified Stock Option (right to buy) $ 9.18 11/24/2015 D( 2 ) 20,490 11/10/2014 10/10/2024 Common Stock 20,490 $ 17.75 0 D
Non-Qualified Stock Option (right to buy) $ 10.01 11/24/2015 D( 3 ) 55,700 12/10/2009 11/10/2019 Common Stock 55,700 $ 17.75 0 D
Non-Qualified Stock Option (right to buy) $ 14.94 11/24/2015 D( 3 ) 14,500 11/30/2007 10/31/2017 Common Stock 14,500 $ 17.75 45,500 D
Non-Qualified Stock Option (right to buy) $ 14.94 11/24/2015 D( 3 ) 45,500 11/30/2007 10/31/2017 Common Stock 45,500 $ 17.75 0 D
Non-Qualified Stock Option (right to buy) $ 15.45 11/24/2015 D( 3 ) 48,000 08/11/2009 08/11/2018 Common Stock 48,000 $ 17.75 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HUI ALEX CHI MING
PERICOM SEMICONDUCTOR CORP.
1545 BARBER LANE
MILPITAS, CA95035
X President & CEO President & CEO
Signatures
By: /S/Angeline Lotilla For: Alex Hui 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, this option to purchase common stock was assumed by Diodes in the Merger on the same terms and conditions regarding vesting and exercisability, and automatically converted into restricted stock units.
( 3 )Pursuant to the Merger Agreement, each option to purchase common stock was canceled and paid in cash assuming an exercise price of $17.75.

Remarks:
Exhibit List: Exhibit 24 - Power of Attorney

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