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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 | ||||||||
Stock Option (right to buy) | $ 36.29 | 06/04/2012 | A | 22,500 | 11/15/2005 | 12/18/2013 | Common Stock | 22,500 | (4) | 0 | D | ||||
Stock Option (right to buy) | $ 27.77 | 06/04/2012 | A | 18,000 | 11/15/2005 | 06/11/2014 | Common Stock | 18,000 | (5) | 0 | D | ||||
Stock Option (right to buy) | $ 24.43 | 06/04/2012 | A | 33,750 | 12/16/2008 | 12/16/2014 | Common Stock | 33,750 | (6) | 0 | D | ||||
Stock Option (right to buy) | $ 29.68 | 06/04/2012 | A | 73,125 | 12/14/2010 | 12/14/2016 | Common Stock | 73,125 | (7) | 0 | D | ||||
Stock Option (right to buy) | $ 23.25 | 06/04/2012 | A | 56,250 | 12/13/2011 | 12/13/2017 | Common Stock | 56,250 | (8) | 0 | D | ||||
Stock Option (right to buy) | $ 11.09 | 06/04/2012 | A | 42,188 | (9) | 12/18/2018 | Common Stock | 42,188 | (10) | 0 | D | ||||
Stock Option (right to buy) | $ 21.28 | 06/04/2012 | A | 84,375 | (11) | 12/17/2019 | Common Stock | 84,375 | (12) | 0 | D | ||||
Stock Option (right to buy) | $ 29.34 | 06/04/2012 | A | 40,500 | (13) | 12/16/2020 | Common Stock | 40,500 | (14) | 0 | D | ||||
Stock Option (right to buy) | $ 22.01 | 06/04/2012 | A | 45,000 | 12/15/2009 | 12/15/2015 | Common Stock | 45,000 | (15) | 415,688 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ARCHER TIMOTHY C/O LAM RESEARCH CORPORATION 4650 CUSHING PARKWAY FREMONT, CA 94538 |
Chief Operating Officer |
Kym Hall by Power of Attorney | 06/07/2012 | |
**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) | Acquired in connection with the merger of BLMS Inc. ("Merger Sub"), a wholly owned subsidiary of Lam Research Corporation ("Lam Research"), with and into Novellus Systems, Inc. ("Novellus"), pursuant to the terms of the Agreement and Plan of Merger by and among Merger Sub, Lam Research and Novellus dated December 14, 2011 (the "Merger"). In connection with the Merger, Mr. Archer received 145,468 shares of Lam Research common stock in exchange for 129,306 shares of Novellus common stock. On June 4, 2012, the effective date of the Merger, the closing price of Lam Research's common stock was $35.99 and the closing price of Novellus' common stock was $40.39 per share. |
(2) | Acquired in connection with the Merger. The indirect holdings of the 401(k) are held in the Company unitized stock fund. |
(3) | Amount reported includes shares subject to unvested Restricted Stock Units. |
(4) | Received in the Merger in exchange for an employee stock option to acquire 20,000 shares of Novellus common stock for $40.82 per share. |
(5) | Received in the Merger in exchange for an employee stock option to acquire 16,000 shares of Novellus common stock for $31.24 per share. |
(6) | Received in the Merger in exchange for an employee stock option to acquire 30,000 shares of Novellus common stock for $27.48 per share. |
(7) | Received in the Merger in exchange for an employee stock option to acquire 65,000 shares of Novellus common stock for $33.39 per share. |
(8) | Received in the Merger in exchange for an employee stock option to acquire 50,000 shares of Novellus common stock for $26.15 per share. |
(9) | The option vests fully on August 18, 2012. |
(10) | Received in the Merger in exchange for an employee stock option to acquire 37,500 shares of Novellus common stock for $12.47 per share. |
(11) | The option vests in three equal annual installments beginning December 17, 2011. |
(12) | Received in the Merger in exchange for an employee stock option to acquire 75,000 shares of Novellus common stock for $23.93 per share. |
(13) | The option vests in four equal annual installments beginning December 16, 2011. |
(14) | Received in the Merger in exchange for an employee stock option to acquire 36,000 shares of Novellus common stock for $33.00 per share. |
(15) | Received in the Merger in exchange for an employee stock option to acquire 40,000 shares of Novellus common stock for $24.76 per share. |