- Statement of Changes in Beneficial Ownership (4)
July 02 2012 - 3:37PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
CRAWFORD DAVID B
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2. Issuer Name
and
Ticker or Trading Symbol
RF MONOLITHICS INC /DE/
[
RFMI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
VP, Sales & Marketing
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(Last)
(First)
(Middle)
C/O RF MONOLITHICS, INC., 4441 SIGMA ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/1/2012
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(Street)
DALLAS, TX 75244
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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7/1/2012
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D
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65209
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D
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(1)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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(2)
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7/1/2012
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D
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4500
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(3)
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(3)
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Common Stock
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4500
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$0
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0
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D
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Restricted Stock Units
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(2)
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7/1/2012
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D
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7500
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(4)
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(4)
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Common Stock
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7500
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$0
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0
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D
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Stock Options
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$1.04
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7/1/2012
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D
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16000
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(5)
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10/31/2016
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Common Stock
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16000
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$0.74
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0
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D
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Explanation of Responses:
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(
1)
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Disposed pursuant to merger agreement between issuer, Murata Electronics North America, Inc. and Ryder Acquisition Company, Limited in exchange for $1.78 in cash per share.
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(
2)
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Each Restricted Stock Unit represents a contingent right to receive one share of RFMI Common Stock.
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(
3)
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The Restricted Stock Units, which provided for vesting in four equal annual installments beginning on the 2nd day of September, 2011 and on the 2nd day of September of the ensuing three years, were canceled in the merger in exchange for a cash payment of $1.78 per share.
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(
4)
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The Restricted Stock Units, which provided for vesting in four equal annual installments beginning on the 1st day of April, 2012 and on the 1st day of April of the ensuing three years, were canceled in the merger in exchange for a cash payment of $1.78 per share.
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(
5)
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The Stock Options, which provided for vesting in four equal annual installments beginning on the 31st day of August, 2012 and on the 31st day of August of the ensuing three years, were canceled in the merger in exchange for an aggregate cash payment of $11,840, representing the product of (i) the total number of shares of common stock subject to such Stock Options immediately prior to the effective time of the merger, multiplied by (ii) the excess of the per share merger consideration ($1.78 per share) over the exercise price per share of such Stock Options.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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CRAWFORD DAVID B
C/O RF MONOLITHICS, INC.
4441 SIGMA ROAD
DALLAS, TX 75244
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VP, Sales & Marketing
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Signatures
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/s/ Curtis G. Carlson, as Attorney-in-Fact
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7/2/2012
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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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.
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