10/07/2026 | Press release | Distributed by Public on 10/07/2026 18:29
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| 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) | ||
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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 | ||||||||
| Restricted Stock Units | (3) | 10/05/2026 | A | 1,818(4) | (5) | (5) | Common Stock | 1,818 | $ 0 | 1,818 | D | ||||
| Restricted Stock Units | (3) | 10/05/2026 | A | 3,496(4) | (6) | (6) | Common Stock | 3,496 | $ 0 | 3,496 | D | ||||
| Restricted Stock Units | (3) | 10/05/2026 | A | 6,686(4) | (7) | (7) | Common Stock | 6,686 | $ 0 | 6,686 | D | ||||
| Restricted Stock Units | (3) | 10/05/2026 | A | 10,056(4) | (8) | (8) | Common Stock | 10,056 | $ 0 | 10,056 | D | ||||
| Restricted Stock Units | (3) | 10/05/2026 | A | 3,967(4) | (9) | (9) | Common Stock | 3,967 | $ 0 | 3,967 | D | ||||
| Restricted Stock Units | (3) | 10/05/2026 | A | 5,995(4) | (10) | (10) | Common Stock | 5,995 | $ 0 | 5,995 | D | ||||
| Restricted Stock Units | (3) | 10/05/2026 | A | 1,155(4) | (11) | (11) | Common Stock | 1,155 | $ 0 | 1,155 | D | ||||
| Restricted Stock Units | (3) | 10/05/2026 | A | 576(4) | (12) | (12) | Common Stock | 576 | $ 0 | 576 | D | ||||
| Restricted Stock Units | (3) | 10/05/2026 | A | 1,282(4) | (13) | (13) | Common Stock | 1,282 | $ 0 | 1,282 | D | ||||
| Restricted Stock Units | (3) | 10/05/2026 | A | 9,219(4) | (14) | (14) | Common Stock | 9,219 | $ 0 | 9,219 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Givens Jason K 5260 CALIFORNIA AVENUE IRVINE, CA 92617 |
SVP, Gen. Counsel & Secretary | |||
| Ashran Jen, as Attorney-In-Fact for Jason K. Givens | 10/07/2026 | |
| **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) | Represents shares of common stock acquired in connection with the Issuer's acquisition of Qorvo, Inc. ("Qorvo") on October 5, 2026 (the "Merger"). Pursuant to the Agreement and Plan of Merger, dated October 27, 2025, by and among the Issuer, Comet Acquisition Corp., Comet Acquisition II, LLC and Qorvo (the "Merger Agreement"), each issued and outstanding share of Qorvo common stock held by the reporting person immediately prior to the effective time of the Merger (the "Effective Time") (including shares in respect of Accelerated Qorvo RSUs (as defined in the Merger Agreement)) was converted into the right to receive (i) 0.960 shares of the Issuer's common stock and (ii) $32.50 in cash, without interest. All fractional share holdings were paid in cash. |
| (2) | Represents shares withheld to satisfy tax withholding obligations related to the issuance of unrestricted stock to the reporting person. |
| (3) | Each restricted stock unit ("RSU") represents the contingent right to receive one (1) share of common stock upon vesting of the unit. |
| (4) | Represents RSUs acquired in connection with the Merger pursuant to the terms of the Merger Agreement with respect to each outstanding Adjusted RSU Award (as defined in the Merger Agreement) held by the reporting person immediately prior to the Effective Time (including any Adjusted RSU Award that was subject to performance-based vesting conditions). |
| (5) | The RSUs vest on August 5, 2027. |
| (6) | The RSUs vest as follows: 1,748 on each of August 5, 2027 and 2028. |
| (7) | The RSUs vest as follows: 2,230, 2,228 and 2,228 on August 5, 2027, 2028 and 2029, respectively. |
| (8) | The RSUs vest as follows: 2,514 on each of August 5, 2027, 2028, 2029 and 2030. |
| (9) | The RSUs vest on May 5, 2027. |
| (10) | The RSUs vest as follows: 2,998 and 2,997 on May 5, 2027 and 2028, respectively. |
| (11) | The RSUs vest as follows: 578 and 577 on May 5, 2027 and 2028, respectively. |
| (12) | The RSUs vest as follows: 288 on each of May 5, 2027 and 2028. |
| (13) | The RSUs vest on May 10, 2028. |
| (14) | The RSUs vest as follows: 4,610 and 4,609 on June 4, 2028 and 2029, respectively. |