Sec Form 4 Filing - MCDERMUT MARTIN S @ VITESSE SEMICONDUCTOR CORP - 2015-04-27

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person MCDERMUT MARTIN S 2. Issuer Name and Ticker or Trading Symbol VITESSE SEMICONDUCTOR CORP [ VTSS] 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 VITESSE SEMICONDUCTOR CORPORATION, 4721 CALLE CARGA 3. Date of Earliest Transaction (MM/DD/YY) 04/27/2015 (Street) CAMARILLO, CA93012 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 04/27/2015 U 226,385 D $ 5.28 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 Stock Option (Right to Buy) $ 3.33 04/28/2015 D 50,000 ( 1 ) 08/10/2021 Common Stock 50,000 ( 1 ) 0 D Stock Option (Right to Buy) $ 2.54 04/28/2015 D 25,000 ( 2 ) 12/09/2021 Common Stock 25,000 ( 2 ) 0 D Stock Option (Right to Buy) $ 2.1 04/28/2015 D 31,000 ( 3 ) 03/07/2023 Common Stock 31,000 ( 3 ) 0 D Stock Option (Right to Buy) $ 2.53 04/28/2015 D 65,000 ( 4 ) 12/10/2023 Common Stock 65,000 ( 4 ) 0 D Stock Option (Right to Buy) $ 2.53 04/28/2015 D 50,000 ( 5 ) 12/10/2023 Common Stock 50,000 ( 5 ) 0 D Stock Option (Right to Buy) $ 4.15 04/28/2015 D 55,000 ( 6 ) 02/26/2025 Common Stock 55,000 ( 6 ) 0 D Restricted Stock Unit ( 7 ) 04/28/2015 D 48,375 ( 8 ) ( 8 ) Common Stock 48,375 $ 5.28 0 D Restricted Stock Unit ( 7 ) 04/28/2015 D 32,500 ( 9 ) ( 9 ) Common Stock 32,500 $ 5.28 0 D Restricted Stock Unit ( 7 ) 04/28/2015 D 20,625 ( 10 ) ( 10 ) Common Stock 20,625 $ 5.28 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MCDERMUT MARTIN S C/O VITESSE SEMICONDUCTOR CORPORATION 4721 CALLE CARGA CAMARILLO, CA93012 Chief Financial Officer Signatures /s/ Martin S. McDermut 04/29/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with the Agreement and Plan of Merger, dated March 17, 2015, by and among Vitesse Semiconductor Corporation, Microsemi Corporation and LLIU100 Acquisition Corp. (the "Merger Agreement"), this stock option, which provided for vesting in 24 equal installments beginning on November 10, 2011, was cancelled in the merger in exchange for a cash amount equal to the number of shares underlying this option multiplied by the difference between the per share consideration of $5.28 and the per share exercise price of this option. ( 2 )In connection with the Merger Agreement, this stock option, which provided for vesting one-fourth on February 1, 2012 and thereafter in three equal annual installments beginning December 9, 2012, was cancelled in the merger in exchange for a cash amount equal to the number of shares underlying this option multiplied by the difference between the per share consideration of $5.28 and the per share exercise price of this option. ( 3 )In connection with the Merger Agreement and the termination of Mr. McDermut's employment with Vitesse Semiconductor Corporation immediately following the merger, this stock option, which provided for vesting in one-fourth on May 1, 2013 and thereafter in three equal annual installments beginning March 7, 2014, became vested in full in accordance with the terms of Mr. McDermut's employment agreement and was cancelled in the merger in exchange for a cash amount equal to the number of shares underlying this option multiplied by the difference between the per share consideration of $5.28 and the per share exercise price of this option. ( 4 )In connection with the Merger Agreement and the termination of Mr. McDermut's employment with Vitesse Semiconductor Corporation immediately following the merger, this stock option, which provided for vesting one-fourth on February 1, 2014 and thereafter in three equal annual installments beginning December 10, 2014, became vested in full in accordance with the terms of Mr. McDermut's employment agreement and was cancelled in the merger in exchange for a cash amount equal to the number of shares underlying this option multiplied by the difference between the per share consideration of $5.28 and the per share exercise price of this option. ( 5 )These options provided for vesting if either of the following conditions was met prior to December 10, 2018: (i) the closing price of the Company's shares of common stock equaled or exceeded twice the exercise price of $2.53 for 30 consecutive trading days; or (ii) a change in control occurred where the Company's stockholders received in consideration of their shares of common stock cash or other consideration with a value at least equal to twice the ex ercise price of $2.53. Based on the offer price of $5.28, this option fully vested upon consummation of the tender offer, and was cancelled in the merger in exchange for a cash amount equal to the number of shares underlying this option multiplied by the difference between the per share consideration of $5.28 and the per share exercise price of this option. ( 6 )In connection with the Merger Agreement and the termination of Mr. McDermut's employment with Vitesse Semiconductor Corporation immediately following the merger, this stock option, which provided for vesting one-fourth on April 1, 2015 and thereafter in three equal annual installments beginning February 26, 2016, became fully vested with respect to 41,250 shares and lapsed with respect to 13,750 shares. The vested portion of the option was cancelled in the merger in exchange for a cash amount equal to the number of shares underlying the vested portion of this option multiplied by the difference between the per share consideration of $5.28 and the per share exercise price of this option. ( 7 )Each restricted stock unit represents a contingent right to receive one share of Vitesse Semiconductor Corporation common stock. ( 8 )In connection with the Merger Agreement and the termination of Mr. McDermut's employment with Vitesse Semiconductor Corporation immediately following the merger, these restricted stock units, which provided for vesting one-third on October 7, 2015 and thereafter in two equal annual installments beginning on October 7, 2016, became fully vested with respect to 32,250 shares and lapsed with respect to 16,125 shares in accordance with the terms of Mr. McDermut's employment agreement. The vested portion of the restricted stock award was cancelled in the merger in exchange for a cash amount equal to the number of shares underlying the vested restricted stock units multiplied by the per share merger consideration of $5.28. ( 9 )In connection with the Merger Agreement and the termination of Mr. McDermut's employment with Vitesse Semiconductor Corporation immediately following the merger, these restricted stock units, which provided for vesting one-half on December 10, 2015 and one-half on December 10, 2016, became fully vested in accordance with the terms of Mr. McDermut's employment agreement. The restricted stock units were cancelled in the merger in exchange for a cash amount equal to the number of shares underlying the restricted stock units by the per share merger consideration of $5.28. ( 10 )In connection with the Merger Agreement and the termination of Mr. McDermut's employment with Vitesse Semiconductor Corporation immediately following the merger, these restricted stock units, which provided for vesting in full on March 7, 2016, became fully vested in accordance with the terms of Mr. McDermut's employment agreement. These restricted stock units were cancelled in the merger in exchange for a cash amount equal to the number of shares underlying the restricted stock units by the per share merger consideration of $5.28.

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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.