Sec Form 4 Filing - Dickinson Colin John @ INTEVAC INC - 2023-08-15

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, 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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1. Name and Address of Reporting Person
Dickinson Colin John
2. Issuer Name and Ticker or Trading Symbol
INTEVAC INC [ IVAC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
(Last) (First) (Middle)
6544 FALL RIVER DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
08/15/2023
(Street)
SAN JOSE, CA95120
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 08/15/2023 F 5,158 ( 1 ) D $ 3.53 163,682 ( 2 ) D
Common Stock 03/31/2025 U 50,101 ( 3 ) D 113,581 D
Common Stock 03/31/2025 D 113,581 ( 4 ) D 0 D
Common Stock 03/31/2025 A 95,650 ( 5 ) A $ 0 95,650 D
Common Stock 03/31/2025 D 95,650 ( 5 ) D 0 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Dickinson Colin John
6544 FALL RIVER DRIVE
SAN JOSE, CA95120
Chief Operating Officer
Signatures
By: Diane Garibaldi For: Colin Dickinson 04/01/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported shares were withheld to cover the reporting person's tax liability in connection with the vesting of restricted stock units.
( 2 )Includes 241 shares acquired under the Issuer's Employee Stock Purchase Plan on March 24, 2025.
( 3 )Pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among Seagate Technology Holdings plc, the Issuer and Irvine Acquisition Holdings, Inc., dated as of February 13, 2025, the reported securities were tendered prior to the Expiration Date (as defined in the Merger Agreement) and disposed of at the Offer Acceptance Time (as defined in the Merger Agreement) in exchange for $4.00 per share, payable in cash at closing, without interest and subject to reduction for any applicable withholding of taxes (the "Offer Consideration").
( 4 )At the Effective Time (as defined in the Merger Agreement), pursuant to the Merger Agreement, each restricted stock unit of the Issuer that vested based solely on the continued performance of services and performance metrics (each, a "Company RSU") then outstanding, whether or not vested, was cancelled in exchange for a cash payment equal to (x) the total numbers of shares subject to such Company RSU immediately prior to the Effective Time (without regard to vesting) multiplied by (y) the Offer Consideration.
( 5 )Immediately prior to the Effective Time, pursuant to the Merger Agreement, (A) each restricted stock unit of the Issuer that vested based solely on the continued performance of services and the achievement of performance metrics (each a "Company PRSU") granted during calendar year 2022 that was then outstanding was cancelled and the holder thereof received an amount in cash equal to the product of (x) 25% of the "Number of RSUs Subject to Award" listed in the applicable award agreement multiplied by (y) the Offer Consideration and (B) each Company PRSU granted during calendar year 2025 that was then outstanding was cancelled and the holder thereof was entitled to an amount in cash equal to the product of (x) the "Target PRSUs" listed in the applicable award agreement multiplied by (y) the Offer Consideration.

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