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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Options (right to buy) | $ 9.34 | 05/24/2011 | D | 50,000 | (5) | 01/13/2014 | Common Stock | 50,000 | $ 0 (6) | 0 | D | ||||
| Employee Stock Options (right to buy) | $ 10.03 | 05/24/2011 | D | 150,000 | (5) | 01/20/2015 | Common Stock | 150,000 | $ 0 (6) | 0 | D | ||||
| Employee Stock Options (right to buy) | $ 24.4 | 05/24/2011 | D | 150,000 | (5) | 02/01/2014 | Common Stock | 150,000 | $ 0 (6) | 0 | D | ||||
| Employee Stock Options (right to buy) | $ 27.37 | 05/24/2011 | D | 150,000 | (7) | 02/12/2015 | Common Stock | 150,000 | $ 0 (6) | 0 | D | ||||
| Employee Stock Options (right to buy) | $ 34.02 | 05/24/2011 | D | 143,000 | (8) | 02/10/2017 | Common Stock | 143,000 | $ 0 (6) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BARRATT CRAIG H C/O ATHEROS COMMUNICATIONS, INC. 1700 TECHNOLOGY DRIVE SAN JOSE,, CA 95110 |
X | President and CEO | ||
| Bruce P. Johnson, Attorney-in-fact | 05/24/2011 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Consists of RSUs that were granted on 1/16/2011, that would vest subject to the Issuer's satisfaction of certain performance criteria for the fiscal year ended 12/31/2011; provided, however, that upon the closing of the merger contemplated by that certain Agreement and Plan of Merger dated as of January 5, 2011 (the "Merger Agreement"), by and among the Issuer, Qualcomm Incorporated ("Qualcomm") and T Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Qualcomm ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer with the Issuer surviving as a wholly owned subsidiary of Qualcomm (the "Merger"), these RSUs were cancelled and converted into RSUs for a number of shares of Qualcomm common stock determined by multiplying the number of shares of Issuer common stock subject to these RSUs by approximately 0.791. These RSUs will vest on a time-based schedule. |
| (2) | Consists of RSUs that were cancelled and converted into RSUs for a number of shares of Qualcomm common stock determined by multiplying the number of shares of Issuer common stock subject to these RSUs by approximately 0.791, subject to substantially the same terms and conditions as applied to these RSUs, pursuant to the Merger Agreement. |
| (3) | Disposed of pursuant to the Merger Agreement in exchange for $45.00 per share on the effective date of the Merger. |
| (4) | These shares were held in trust for the benefit of the reporting person's son. The reporting person's brother-in-law is the trustee of the trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
| (5) | The options are fully vested. |
| (6) | This option was cancelled and converted into an option to purchase a number of shares of Qualcomm common stock determined by multiplying the number of shares of Issuer common stock underlying the option by approximately 0.791, subject to substantially the same terms and conditions as applied to these options, pursuant to the Merger Agreement. |
| (7) | The options become exercisable in 48 equal monthly installments commencing on March 13, 2008. |
| (8) | The options become exercisable in 48 equal monthly installments commencing on March 11, 2010. |