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PDF SOLUTIONS INC — Director's Dealing 2008
Feb 15, 2008
32198_dirs_2008-02-14_02211529-ca1a-477d-8d1e-1b2946ca92af.zip
Director's Dealing
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SEC Form 5 — Annual Statement of Changes in Beneficial Ownership
Issuer: PDF SOLUTIONS INC (PDFS)
CIK: 0001120914
Period of Report: 2007-12-31
Reporting Person: LANZA LUCIO (Director)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2007-05-24 | Common Stock | A | 35722 | — | Acquired | 110996 | Direct |
| 2007-05-24 | Common Stock | A | 121720 | — | Acquired | 121720 | Indirect |
Footnotes
F1: On May 24, 2007, a wholly owned subsidiary of Issuer acquired Fabbrix, Inc. pursuant to a merger agreement. The reporting person acquired a beneficial ownership interest in 157,442 shares of Issuer's common stock, plus cash, in exchange for his and Lanza techVenture's interest/common stock of Fabbrix, Inc. The value on the Issuer's common stock for purposes of the purchase price of the Fabbrix stock was calculated at $10.497 per share based on an average closing price. During the next 48 months, the reporting owner and Lanza techVentures are entitled to receive additional cash and shares of Issuer's common stock based on achievement of specific revenue goals as set forth in the merger agreement. The deemed value of the earn-out shares shall be based on closing share average price formula set forth in the merger agreement. The earn-out consideration will be payable quarterly/annually according to the relevant provisions in the merger agreement.
F2: Of these 35,722 shares, 5,358 are held in escrow and are subject to forfeiture during the 18 month period following the merger to satisfy claims arising as a result of Fabbrix's breach of any of its representations and warranties or covenants in the merger agreement.
F3: Of these 121,720 shares, 18,258 shares are held in escrow and are subject to forfeiture during the 18 month period following the merger to satisfy claims arising as a result of Fabbrix's breach of any of its representations and warranties or covenants in the merger agreement.
F4: The reporting owner is the managing director of Lanza techVentures, an early stage venture capital and investment firm which he founded in January 2001.