Sec Form 4 Filing - HOHENER JOHN W @ MICROSEMI CORP - 2016-11-08

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
HOHENER JOHN W
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)
EVP & Chief Financial Officer
(Last) (First) (Middle)
ONE ENTERPRISE
3. Date of Earliest Transaction (MM/DD/YY)
11/08/2016
(Street)
ALISO VIEJO, CA92614
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 11/08/2016 M 80,773 A $ 0 114,954 D
Microsemi Common Stock ( 1 ) 11/08/2016 S 80,773 D $ 46.7992 34,181 D
Microsemi Common Stock ( 2 ) 11/08/2016 A 5,952 A $ 0 40,133 D
Microsemi Common Stock 11/08/2016 F 3,106 ( 3 ) D $ 47.84 37,027 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 F orm 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 ( 4 ) 11/08/2016 M 27,303 ( 4 ) ( 4 ) Microsemi Common Stock 27,303 $ 0 0 ( 4 ) D
Performance Rights ( 5 ) 11/08/2016 M 36,108 ( 5 ) ( 5 ) Microsemi Common Stock 36,108 $ 0 0 ( 5 ) D
Performance Rights ( 6 ) 11/08/2016 M 17,362 ( 6 ) ( 6 ) Microsemi Common Stock 17,362 $ 0 0 ( 6 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HOHENER JOHN W
ONE ENTERPRISE
ALISO VIEJO, CA92614
EVP & Chief Financial Officer
Signatures
Mark Lin, Attorney-in-Fact for John W. Hohener 11/10/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This transaction was executed pursuant to a 10b5-1 plan.
( 2 )Shares issued by Microsemi as part of the reporting person's bonus for fiscal year 2016.
( 3 )Amount represents shares withheld to satisfy tax withholdings in connection with the vesting of previously awarded restricted stock awards.
( 4 )Each Performance Right represents a right to receive one share of Microsemi common stock. A target of 41,150 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 third year of the performance period and a total of 61,560 were earned over the three-year performance period.
( 5 )Each Performance Right represents a right to receive one share of Microsemi common stock. A target of 60,179 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 second year of the performance period and a total of 60,179 were earned in the first two years of the performnce period.
( 6 )Each Performance Right represents a right to receive one share of Microsemi common stock. A target of 43,404 Performance Rights was granted on 10/12/2015 and between 0% and 270% of the target number may be earned over a three-year performance period incorporating Microsemi's fiscal year 2016, 2017 and 2018. 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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