Sec Form 4 Filing - FAN XIANZHI SEAN @ INTEGRATED DEVICE TECHNOLOGY INC - 2019-03-29

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
FAN XIANZHI SEAN
2. Issuer Name and Ticker or Trading Symbol
INTEGRATED DEVICE TECHNOLOGY INC [ IDTI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Sr Vice President&Corporate GM
(Last) (First) (Middle)
C/O INTEGRATED DEVICE TECHNOLOGY, 6024 SILVER CREEK VALLEY ROAD
3. Date of Earliest Transaction (MM/DD/YY)
03/29/2019
(Street)
SAN JOSE, CA95138
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 03/29/2019 D( 1 ) 75,108 D 56,899 ( 2 ) D
Common Stock 03/29/2019 D( 3 ) 56,899 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
Performance Stock Units ( 4 ) 03/29/2019 A 64,540 ( 4 ) ( 4 ) Common Stock 64,540 ( 4 ) 64,540 D
Performance Stock Units ( 4 ) 03/29/2019 D( 5 ) 64,540 ( 4 ) ( 4 ) Common Stock 64,540 ( 5 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FAN XIANZHI SEAN
C/O INTEGRATED DEVICE TECHNOLOGY
6024 SILVER CREEK VALLEY ROAD
SAN JOSE, CA95138
Sr Vice President&Corporate GM
Signatures
/s/ Matthew Brandalise, Attorney-in-Fact for Xianzhi Sean Fan 03/29/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Disposed of pursuant to the closing of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of September 10, 2018 by and between Renesas Electronics Corporation and Integrated Device Technology, Inc. ("Issuer"), and subsequently joined by Chapter Two Company (the "Merger"). Each share of Issuer common stock held by the reporting person was cancelled in the Merger and converted into the right to receive $49.00 in cash per share (the "Per Share Merger Consideration").
( 2 )Includes 56,899 Restricted Stock Units ("RSUs").
( 3 )RSUs disposed of pursuant to the Merger. Each Company RSU (or portion thereof) that is an Accelerated RSU (excluding any Director RSU) shall, without any action on the part of the holder thereof, be cancelled and converted at the Effective Time into the right to receive that number of whole vested and exercisable Parent One Yen Options equal to the calculation set forth in Section 2.4 of the Merger Agreement.
( 4 )Represents the certification of achievement of performance metrics underlying Performance Stock Units ("PSUs") awarded on May 15, 2018 and December 26, 2018.
( 5 )PSUs disposed of pursuant to the Merger. Each Company PSU (or portion thereof) shall, without any action on the part of the holder thereof, be cancelled and converted at the Effective Time into the right to receive that number of whole Parent One Yen Options equal to the calculation set forth in Section 2.4 of the Merger Agreement.

Remarks:
Capitalized terms used in these footnotes that are not defined herein shall have the same meaning as those terms are defined in the Merger Agreement.

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