Sec Form 4 Filing - Goren David @ MICROSEMI CORP - 2015-11-03

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
Goren David
2. Issuer Name and Ticker or Trading Symbol
MICROSEMI CORP [ MSCC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SVP Bus Affairs, Compl, Legal
(Last) (First) (Middle)
ONE ENTERPRISE
3. Date of Earliest Transaction (MM/DD/YY)
11/03/2015
(Street)
ALISO VIEJO, CA92656
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
Microsemi Common Stock 11/03/2015 M 47,846 A $ 0 87,259 D
Microsemi Common Stock 11/03/2015 F 23,736 ( 1 ) D $ 36.51 63,523 D
Microsemi Common Stock ( 2 ) 11/03/2015 S 24,110 D $ 36.1832 39,413 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
Performance Rights ( 3 ) 11/03/2015 M 12,286 ( 3 ) ( 3 ) Microsemi Common Stock 12,286 $ 0 0 ( 3 ) D
Performance Rights ( 4 ) 11/03/2015 M 18,332 ( 4 ) ( 4 ) Microsemi Common Stock 18,332 $ 0 0 ( 4 ) D
Performance Rights ( 5 ) 11/03/2015 M 17,228 ( 5 ) ( 5 ) Microsemi Common Stock 17,228 $ 0 0 ( 5 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Goren David
ONE ENTERPRISE
ALISO VIEJO, CA92656
SVP Bus Affairs, Compl, Legal
Signatures
Mark Lin, Attorney-in-Fact for David Goren 11/05/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Amount represents shares withheld to satisfy tax withholdings in connection with the vesting of previously awarded performance rights.
( 2 )The transactions reported on this form was executed pursuant to a 10b5-1 plan.
( 3 )Each Performance Right represents a right to receive one share of Microsemi common stock. A target of 29,000 Performance Rights was granted on 11/05/2012 and between 0% and 250% of the target number may have been earned over a three-year performance period incorporating Microsemi's fiscal year 2013, 2014 and 2015. This transaction reflects the number of shares earned in the final year of the performance period and a total of 32,053 shares were earned over the three-year performance period.
( 4 )Each Performance Right represents a right to receive one share of Microsemi common stock. A target of 29,450 Performance Rights was granted on 11/04/2013 and between 0% and 250% of the target number may be earned over a three-year performance period incorporating Microsemi's fiscal year 2014, 2015 and 2016. This transaction reflects the number of shares earned in the second year of the performance period and a total of 24,517 shares were earned in the first two years of the performance period.
( 5 )Each Performance Right represents a right to receive one share of Microsemi common stock. A target of 43,070 Performance Rights was granted on 11/03/2014 and between 0% and 270% of the target number may be earned over a three-year performance period incorporating Microsemi's fiscal year 2015, 2016 and 2017. This transaction reflects the number of shares earned in the first year of the performance period.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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