SEC Filing | Qorvo, Inc.

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SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

QUINSEY RALPH

(Last)

(First)

(Middle)

C/O QORVO, INC.

7628 THORNDIKE ROAD

(Street)

GREENSBORO

27409

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Qorvo, Inc. [ QRVO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/01/2015		A⁽¹⁾		100,990	A	⁽¹⁾	100,990	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 (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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$10.47	01/01/2015		A⁽¹⁾		7,850		09/01/2006⁽²⁾	08/23/2016	Common Stock	7,850	⁽¹⁾	7,850	D
Stock Option (Right to Buy)	$10.47	01/01/2015		A⁽¹⁾		13,884		09/01/2008⁽³⁾	08/23/2016	Common Stock	13,884	⁽¹⁾	13,884	D
Stock Option (Right to Buy)	$12.38	01/01/2015		A⁽¹⁾		130,843		09/01/2007⁽²⁾	04/27/2017	Common Stock	130,843	⁽¹⁾	130,843	D
Stock Option (Right to Buy)	$15.58	01/01/2015		A⁽¹⁾		50,244		09/01/2008⁽⁴⁾	05/21/2018	Common Stock	50,244	⁽¹⁾	50,244	D
Stock Option (Right to Buy)	$15.58	01/01/2015		A⁽¹⁾		83,739		09/01/2010⁽³⁾	05/21/2018	Common Stock	83,739	⁽¹⁾	83,739	D
Stock Option (Right to Buy)	$5.14	01/01/2015		A⁽¹⁾		50,244		09/01/2009⁽⁴⁾	03/02/2019	Common Stock	50,244	⁽¹⁾	50,244	D
Stock Option (Right to Buy)	$5.14	01/01/2015		A⁽¹⁾		100,487		09/01/2011⁽³⁾	03/02/2019	Common Stock	100,487	⁽¹⁾	100,487	D
Stock Option (Right to Buy)	$16.89	01/01/2015		A⁽¹⁾		62,805		07/01/2010⁽⁴⁾	04/01/2020	Common Stock	62,805	⁽¹⁾	62,805	D
Stock Option (Right to Buy)	$16.89	01/01/2015		A⁽¹⁾		146,544		07/01/2012⁽³⁾	04/01/2020	Common Stock	146,544	⁽¹⁾	146,544	D
Stock Option (Right to Buy)	$30	01/01/2015		A⁽¹⁾		104,674		07/01/2013⁽³⁾	04/01/2021	Common Stock	104,674	⁽¹⁾	104,674	D
Stock Option (Right to Buy)	$14.19	01/01/2015		A⁽¹⁾		52,337		07/09/2014⁽³⁾	04/09/2022	Common Stock	52,337	⁽¹⁾	52,337	D
Stock Option (Right to Buy)	$14.19	01/01/2015		A⁽¹⁾		52,337		01/01/2015⁽⁵⁾	04/09/2022	Common Stock	52,337	⁽¹⁾	52,337	D
Stock Option (Right to Buy)	$11.59	01/01/2015		A⁽¹⁾		35,518		07/05/2015⁽³⁾	04/05/2023	Common Stock	35,518	⁽¹⁾	35,518	D
Stock Option (Right to Buy)	$16.75	01/01/2015		A⁽¹⁾		24,737		07/05/2015⁽³⁾	06/07/2023	Common Stock	24,737	⁽¹⁾	24,737	D
Stock Option (Right to Buy)	$31.08	01/01/2015		A⁽¹⁾		5,100		07/07/2016⁽³⁾	04/07/2021	Common Stock	5,100	⁽¹⁾	5,100	D

Explanation of Responses:

1. Common stock and derivative securities were acquired pursuant to the merger agreement dated February 22, 2014, as amended on July 15, 2014, by and among RF Micro Devices, Inc., TriQuint Semiconductor, Inc. ("TriQuint"), and Qorvo, Inc. ("Qorvo"). Upon the closing of the merger on January 1, 2015, TriQuint became a wholly-owned subsidiary of Qorvo and each share of TriQuint common stock was converted into 0.4187 shares of common stock of Qorvo. Also pursuant to the merger agreement, upon the closing of the merger on January 1, 2015, all TriQuint equity awards were assumed by Qorvo, with such equity awards to be exercisable for or able to be settled in shares of Qorvo common stock, based on the exchange ratio of 0.4187.

2. The option vests quarterly over four years beginning on this date.

3. The option vests in four quarterly installments beginning on this date.

4. The option vests quarterly over three years beginning on this date.

5. The option became fully vested on January 1, 2015 in connection with the merger.

Remarks:

	/s/ Suzanne B. Rudy, by Power of Attorney	01/05/2015
	** Signature of Reporting Person	Date
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.
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