Sec Form 4 Filing - Sasson Uzi @ IXYS, LLC - 2018-01-17

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
Sasson Uzi
2. Issuer Name and Ticker or Trading Symbol
IXYS, LLC [ IXYS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President; CEO; CFO
(Last) (First) (Middle)
C/O IXYS CORPORATION, 1590 BUCKEYE DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
01/17/2018
(Street)
MILPITAS, CA95035
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 01/17/2018 D( 1 ) 138,762 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
Stock Option (right to buy) $ 8.64 01/17/2018 D( 2 ) 80,000 ( 3 ) 05/21/2020 Common Stock 80,000 ( 2 ) 0 D
Stock Option (right to buy) $ 12.25 01/17/2018 D( 2 ) 80,000 ( 3 ) 09/16/2021 Common Stock 80,000 ( 2 ) 0 D
Stock Option (right to buy) $ 9.45 01/17/2018 D( 2 ) 80,000 ( 3 ) 08/24/2022 Common Stock 80,000 ( 2 ) 0 D
Stock Option (right to buy) $ 9.27 01/17/2018 D( 2 ) 40,000 ( 3 ) 08/30/2023 Common Stock 40,000 ( 2 ) 0 D
Stock Option (right to buy) $ 11.83 01/17/2018 D( 2 ) 80,000 ( 3 ) 08/28/2024 Common Stock 80,000 ( 2 ) 0 D
Stock Option (right to buy) $ 11.14 01/17/2018 D( 2 ) 90,000 ( 3 ) 08/28/2025 Common Stock 90,000 ( 2 ) 0 D
Stock Option (right to buy) $ 11.58 01/17/2018 D( 2 ) 130,000 ( 3 ) 08/26/2026 Common Stock 130,000 ( 2 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sasson Uzi
C/O IXYS CORPORATION
1590 BUCKEYE DRIVE
MILPITAS, CA95035
X President; CEO; CFO
Signatures
Uzi Sasson 01/17/2018
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 August 25, 2017 by and among the Issuer, Littelfuse, Inc. ("Littelfuse"), and Iron Merger Co., Inc. (as amended by Amendment No. 1, dated December 4, 2017, by and among the Issuer, Littelfuse, Iron Merger Co., Inc. and IXYS Merger Co., LLC) (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, at the election of the holder and subject to proration, (i) $23.00 in cash per share, without interest and less any applicable withholding taxes or (ii) 0.1265 shares of Littelfuse common stock (such consideration, the "Stock Consideration").
( 2 )Disposed of pursuant to the Merger. Each outstanding and unexercised option to purchase the Issuer's common stock was assumed by Littelfuse pursuant to the Merger and converted into an option (a "Littelfuse Stock Option") to acquire (i) that number of whole shares of Littelfuse common stock (rounded down to the nearest whole share) equal to the product of (x) the number of shares of Issuer common stock subject to such option immediately prior to the closing of the Merger multiplied by (y) the Stock Consideration, (ii) at an exercise price per share (rounded up to the nearest whole cent) equal to the quotient of (x) the exercise price per share of such option by (y) the Stock Consideration.
( 3 )The option is fully vested and exercisable.

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