Sec Form 4 Filing - Sobers Sean @ ON Semiconductor Connectivity Solutions, Inc. - 2019-06-19

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

Form 4: Statement of changes in beneficial ownership, filed before the end of the 2nd business day following the day on which a transaction resulting in a change 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 *
Sobers Sean
2. Issuer Name and Ticker or Trading Symbol
ON Semiconductor Connectivity Solutions, Inc. [ QTNA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last)
(First)
(Middle)
C/O ON SEMICONDUCTOR CORPORATION, 5005 E. MCDOWELL ROAD
3. Date of Earliest Transaction (MM/DD/YY)
06/19/2019
(Street)
PHOENIX, AZ85008
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 06/19/2019 A 15,515 ( 1 ) A $ 0 103,871 D
Common Stock 06/19/2019 D 103,871 D 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
Employee Stock Option (right to buy) $ 9 06/19/2019 D 283,948 ( 4 ) 07/27/2026 Common Stock 283,948 $ 0 0 D
Employee Stock Option (right to buy) $ 22.18 06/19/2019 D 50,500 ( 4 ) 02/15/2027 Common Stock 50,500 $ 0 0 D
Employee Stock Option (right to buy) $ 13.06 06/19/2019 D 75,000 ( 4 ) 01/10/2028 Common Stock 75,000 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sobers Sean
C/O ON SEMICONDUCTOR CORPORATION
5005 E. MCDOWELL ROAD
PHOENIX, AZ85008
Chief Financial Officer
Signatures
/s/ Tom MacMitchell, as Attorney-in-Fact 06/21/2019
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share is represented by a performance-based Restricted Stock Unit ("PSU"). This number reflects actual performance based on a shortened performance period ending at the effective date of the Merger.
( 2 )Each outstanding share of the Common Stock of the Issuer was converted into the right to receive $24.50 per share in cash, as described in the Merger Agreement.
( 3 )Certain of these securities were Restricted Stock Units ("RSUs") and PSUs that represented the Reporting Person's right to receive Common Stock shares of the Issuer. The RSUs and PSUs were cancelled and converted into the right to receive $24.50 per share in cash, as described in the Merger Agreement.
( 4 )Each outstanding option of the Issuer was converted into the right to receive cash.

Remarks:
This Form 4 reports securities disposed pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 27, 2019, a copy of which is filed as Exhibit 2.1 to the Form 8-K filed by Quantenna Communications, Inc. (the "Issuer") with the SEC on March 27, 2019, and by which the Issuer became a wholly-owned subsidiary of ON Semiconductor Corporation (the "Merger"). Effective as of the closing of the Merger on June 19, 2019, the Issuer's name of Quantenna Communications, Inc. was changed to ON Semiconductor Connectivity Solutions, Inc.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).

Note: 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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