Sec Form 4 Filing - HONG SHAW @ OMNIVISION TECHNOLOGIES INC - 2016-01-29

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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
HONG SHAW
2. Issuer Name and Ticker or Trading Symbol
OMNIVISION TECHNOLOGIES INC [ OVTI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
C.E.O.
(Last) (First) (Middle)
4275 BURTON DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
01/29/2016
(Street)
SANTA CLARA, CA95054
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 01/29/2016 01/29/2016 D 294,580 D $ 29.75 ( 1 ) 0 I Hong Family Trust
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
Stock Option $ 25.56 01/29/2016 01/29/2016 D 85,000 07/01/2007( 2 ) 06/12/2016 Common Stock 85,000 $ 0 0 ( 4 ) D
Stock Option $ 14.93 01/29/2016 01/29/2016 D 22,000 07/01/2008( 2 ) 05/30/2017 Common Stock 22,000 $ 0 0 ( 5 ) D
Stock Option $ 11.95 01/29/2016 01/29/2016 D 19,339 07/01/2009( 3 ) 07/01/2018 Common Stock 19,339 $ 0 0 ( 6 ) D
Stock Option $ 10.41 01/29/2016 01/29/2016 D 55,276 07/01/2010( 3 ) 07/01/2019 Common Stock 55,276 $ 0 0 ( 7 ) D
Stock Option $ 21.84 01/29/2016 01/29/2016 D 110,600 07/01/2011( 3 ) 07/01/2017 Common Stock 110,600 $ 0 0 ( 8 ) D
Stock Option $ 34.8 01/29/2016 01/29/2016 D 131,000 07/01/2012( 3 ) 07/01/2018 Common Stock 131,000 $ 0 0 ( 9 ) D
Stock Option $ 13.34 01/29/2016 01/29/2016 D 138,000 07/01/2013( 3 ) 07/01/2019 Common Stock 138,000 $ 0 0 ( 10 ) D
Stock Option $ 18.47 01/29/2016 01/29/2016 D 138,000 07/01/2014( 3 ) 07/01/2020 Common Stock 138,000 $ 0 0 ( 11 ) D
Stock Option $ 22.68 01/29/2016 01/29/2016 D 138,000 07/01/2015( 3 ) 07/01/2021 Common Stock 138,000 $ 0 0 ( 12 ) D
Stock Option $ 26.13 01/29/2016 01/29/2016 D 240,690 07/01/2016( 3 ) 07/01/2022 Common Stock 240,690 $ 0 0 ( 13 ) D
Restricted Stock Unit $ 0.001 ( 14 ) 01/29/2016 01/29/2016 D 29,493 07/01/2014( 15 ) ( 15 ) Common Stock 29,493 $ 0 0 ( 16 ) D
Restricted Stock Unit $ 0.001 ( 14 ) 01/29/2016 01/29/2016 D 59,333 07/01/2015( 15 ) ( 15 ) Common Stock 59,333 $ 0 0 ( 17 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Di rector 10% Owner Officer Other
HONG SHAW
4275 BURTON DRIVE
SANTA CLARA, CA95054
X C.E.O.
Signatures
/s/ Tina Sze, Attorney-in-Fact for Shaw Hong 01/29/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the terms of the Agreement and Plan of Merger dated April 30, 2015 by and among Seagull International Limited, a Cayman Islands exempted limited company ("Investor"), Seagull Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Investor ("Acquisition Sub"), and OmniVision Technologies, Inc., a Delaware corporation (the "Issuer"), as amended by Amendment No. 1 dated October 30, 2015 (as amended, the "Merger Agreement"), Acquisition Sub merged with and into the Issuer (the "Merger"), and in connection therewith the Reporting Person disposed of these shares in exchange for $29.75 per share without interest and less applicable withholding taxes.
( 2 )1/4th of the shares underlying the options become vested and exercisable one year from the vesting base date and 1/48th of the shares underlying the options become exercisable each month thereafter.
( 3 )1/4th of the shares underlying the options become vested and exercisable one year from the date of grant and 1/48th of the shares underlying the options become exercisable each month thereafter.
( 4 )Pursuant to the terms of the Merger Agreement and in connection with the Merger, this option, which covered 85,000 shares of Issuer common stock, was cancelled in exchange for a cash payment, without interest and less applicable withholding taxes, representing the excess of $29.75 over the exercise price of the option multiplied by the number of shares subject to this option.
( 5 )Pursuant to the terms of the Merger Agreement and in connection with the Merger, this option, which covered 22,000 shares of Issuer common stock, was cancelled in exchange for a cash payment, without interest and less applicable withholding taxes, representing the excess of $29.75 over the exercise price of the option multiplied by the number of shares subject to this option.
( 6 )Pursuant to the terms of the Merger Agreement and in connection with the Merger, this option, which covered 19,339 shares of Issuer common stock, was cancelled in exchange for a cash payment, without interest and less applicable withholding taxes, representing the excess of $29.75 over the exercise price of the option multiplied by the number of shares subject to this option.
( 7 )Pursuant to the terms of the Merger Agreement and in connection with the Merger, this option, which covered 55,276 shares of Issuer common stock, was cancelled in exchange for a cash payment, without interest and less applicable withholding taxes, representing the excess of $29.75 over the exercise price of the option multiplied by the number of shares subject to this option.
( 8 )Pursuant to the terms of the Merger Agreement and in connection with the Merger, this option, which covered 110,600 shares of Issuer common stock, was cancelled in exchange for a cash payment, without interest and less applicable withholding taxes, representing the excess of $29.75 over the exercise price of the option multiplied by the number of shares subject to this option.
( 9 )Pursuant to the terms of the Merger Agreement and in connection with the Merger, the (i) unvested portion of this option and (ii) the portion of this option that was vested and outstanding as of immediately prior to the effective time of the Merger and that had a per share exercise price greater than or equal to $29.75, which in aggregate covered 131,000 shares of Issuer common stock, was assumed and exchanged for an option to purchase 131,000 shares of Seagull Investment Holdings Limited, a Cayman Islands exempted limited company and the ultimate parent of Investor ("Investor Parent").
( 10 )Pursuant to the terms of the Merger Agreement and in connection with the Merger, the (i) unvested portion of this option and (ii) the portion of this option that was vested and outstanding as of immediately prior to the effective time of the Merger and that had a per share exercise price greater than or equal to $29.75, which in aggregate covered 17,251 shares of Issuer common stock, was assumed and exchanged for an option to purchase 17,251 shares of Seagull Investment Holdings Limited, a Cayman Islands exempted limited company and the ultimate parent of Investor ("Investor Parent"). The remaining portion of this option, which covered 120,749 shares of Issuer common stock, was not assumed by Investor and was cancelled in exchange for a cash payment, without interest and less applicable withholding taxes, representing the excess of $29.75 over the exercise price of the option multiplied by the number of shares subject to this portion of the option.
( 11 )Pursuant to the terms of the Merger Agreement and in connection with the Merger, the (i) unvested portion of this option and (ii) the portion of this option that was vested and outstanding as of immediately prior to the effective time of the Merger and that had a per share exercise price greater than or equal to $29.75, which in aggregate covered 51,750 shares of Issuer common stock, was assumed and exchanged for an option to purchase 51,750 shares of Seagull Investment Holdings Limited, a Cayman Islands exempted limited company and the ultimate parent of Investor ("Investor Parent"). The remaining portion of this option, which covered 86,250 shares of Issuer common stock, was not assumed by Investor and was cancelled in exchange for a cash payment, without interest and less applicable withholding taxes, representing the excess of $29.75 over the exercise price of the option multiplied by the number of shares subject to this portion of the option.
( 12 )Pursuant to the terms of the Merger Agreement and in connection with the Merger, the (i) unvested portion of this option and (ii) the portion of this option that was vested and outstanding as of immediately prior to the effective time of the Merger and that had a per share exercise price greater than or equal to $29.75, which in aggregate covered 86,250 shares of Issuer common stock, was assumed and exchanged for an option to purchase 86,250 shares of Seagull Investment Holdings Limited, a Cayman Islands exempted limited company and the ultimate parent of Investor ("Investor Parent"). The remaining portion of this option, which covered 51,750 shares of Issuer common stock, was not assumed by Investor and was cancelled in exchange for a cash payment, without interest and less applicable withholding taxes, representing the excess of $29.75 over the exercise price of the option multiplied by the number of shares subject to this portion of the option.
( 13 )Pursuant to the terms of the Merger Agreement and in connection with the Merger, the (i) unvested portion of this option and (ii) the portion of this option that was vested and outstanding as of immediately prior to the effective time of the Merger and that had a per share exercise price greater than or equal to $29.75, which in aggregate covered 240,690 shares of Issuer common stock, was assumed and exchanged for an option to purchase 240,690 shares of Seagull Investment Holdings Limited, a Cayman Islands exempted limited company and the ultimate parent of Investor ("Investor Parent").
( 14 )Represents the par value of Issuer's common stock.
( 15 )One-Third of the Restricted Stock Units will vest on the first anniversary of the Vesting Commencement Date, and one-third of the Restricted Stock Units will vest on each of the second and third anniversaries of the Vesting Commencement Date, provided, however, that in each case Participant remains a Service Provider through each vesting date.
( 16 )Pursuant to the terms of the Merger Agreement and in connection with the Merger, the restricted stock units covering 29,493 shares of Issuer common stock were cancelled in exchange for $29.75 per share without interest and less applicable withholding taxes.
( 17 )Pursuant to the terms of the Merger Agreement and in connection with the Merger, the restricted stock units covering 59,333 shares of Issuer common stock were cancelled in exchange for $29.75 per share without interest and less applicable withholding taxes.

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